Legalize / United Kingdom / Public General Act

Financial Services and Markets Act 2000

Type Public General Act

Publication 2000-06-14

Last updated 2026-09-05

State In force

Department Statute Law Database

Source legislation.gov.uk

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articles Not indexed

An Act to make provision about the regulation of financial services and markets; to provide for the transfer of certain statutory functions relating to building societies, friendly societies, industrial and provident societies and certain other mutual societies; and for connected purposes.

Reform history JSON API

(6A) If the authorised person concerned is a credit institution or an investment firm, and an auditor or actuary communicates a matter to a regulator in accordance with the regulations, the matter must be disclosed simultaneously to the management body of the authorised person, unless there are compelling reasons not to do so.

(7) The matters to be communicated to a regulator in accordance with the regulations may include matters relating to persons other than the authorised person or recognised investment exchange concerned.

(8) In subsection (6A) “investment firm” has the same meaning as in Article 4(1) of the capital requirements regulation.

Information given by auditor or actuary to a regulator: persons with close links.

343

(1) This section applies to a person who—

(a) is, or has been, an auditor of an authorised person or recognised investment exchange, appointed under or as a result of a statutory provision; and

(b) is, or has been, an auditor of a person (“CL”) who has close links with the authorised person or recognised investment exchange.

(2) This section also applies to a person who—

(a) is, or has been, an actuary acting for an authorised person and appointed under or as a result of a statutory provision; and

(b) is, or has been, an actuary acting for a person (“CL”) who has close links with the authorised person.

(3) An auditor or actuary does not contravene any duty to which he is subject merely because he gives to a regulator—

(a) information on a matter concerning the authorised person or recognised investment exchange of which he has, or had, become aware in his capacity as auditor of, or actuary acting for, CL, or

(b) his opinion on such a matter,

if he is acting in good faith and he reasonably believes that the information or opinion is relevant to any functions of that regulator.

(4) Subsection (3) applies whether or not the auditor or actuary is responding to a request from the regulator.

(5) The Treasury may make regulations prescribing circumstances in which an auditor or actuary must communicate matters to a regulator as mentioned in subsection (3).

(6) It is the duty of an auditor or actuary to whom any such regulations apply to communicate a matter to a regulator in the circumstances prescribed by the regulations.

(6A) If the authorised person concerned is a credit institution or an investment firm, and an auditor or actuary communicates a matter to a regulator in accordance with the regulations, the matter must be disclosed simultaneously to the management body of the authorised person, unless there are compelling reasons not to do so.

(7) The matters to be communicated to a regulator in accordance with the regulations may include matters relating to persons other than the authorised person or recognised investment exchange concerned.

(8) CL has close links with the authorised person or recognised investment exchange concerned (“A”) if CL is—

(a) a parent undertaking of A;

(b) a subsidiary undertaking of A;

(d) a subsidiary undertaking of a parent undertaking of A.

(9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(10) In subsection (6A) “investment firm” has the same meaning as in Article 4(1) of the capital requirements regulation.

Duty of auditor or actuary resigning etc. to give notice.

344

(1) This section applies to an auditor or actuary to whom section 342 applies.

(2) He must without delay notify the appropriate regulator if he—

(a) is removed from office by an authorised person or recognised investment exchange;

(b) resigns before the expiry of his term of office with such a person; or

(3) If he ceases to be an auditor of, or actuary acting for, such a person, he must without delay notify the appropriate regulator—

(a) of any matter connected with his so ceasing which he thinks ought to be drawn to the regulator's attention; or

(b) that there is no such matter.

(4) In this section “the appropriate regulator” means—

(a) in the case of an auditor of, or an actuary acting for, a PRA-authorised person, the PRA;

(b) in any other case, the FCA.

Disciplinary measures

Disciplinary measures: FCA

345

(1) Subsection (2) applies if it appears to the FCA that an auditor or actuary to whom section 342 applies—

(a) has failed to comply with a duty imposed on the auditor or actuary by rules made by the FCA, or

(b) has failed to comply with a duty imposed under this Act to communicate information to the FCA.

(2) The FCA may do one or more of the following—

(a) disqualify the auditor or actuary from being the auditor of, or (as the case may be) from acting as an actuary for, any authorised person or any particular class of authorised person;

(b) disqualify the auditor from being the auditor of any recognised investment exchange or any particular class of recognised investment exchange;

(c) publish a statement to the effect that it appears to the FCA that the auditor or (as the case may be) actuary has failed to comply with the duty;

(d) impose on the auditor or actuary a penalty, payable to the FCA, of such amount as the FCA considers appropriate.

(3) If an auditor or actuary has been disqualified by the PRA under section 345A(4)(a), the FCA may disqualify the auditor or actuary, so long as the disqualification under that provision remains in force, from being the auditor of, or (as the case may be) from acting as an actuary for—

(a) any FCA-authorised person,

(b) any particular class of FCA-authorised person,

(d) any particular class of recognised investment exchange.

(4) In subsection (3) “FCA-authorised person” means an authorised person who is not a PRA-authorised person.

(5) Where under subsection (2) or (3) the FCA disqualifies a person from being the auditor of an authorised person or recognised investment exchange or class of authorised person or recognised investment exchange and that authorised person or recognised investment exchange is also, or any person within that class is also, a recognised clearing house or a recognised CSD, the FCA must —

(a) notify the Bank of England, and

(b) notify the disqualified person that it has made a notification under paragraph (a).

(6) The FCA may remove any disqualification imposed under paragraph (a) or (b) of subsection (2) if satisfied that the disqualified person will in future comply with the duty in question.

(7) The FCA may at any time remove any disqualification imposed under subsection (3).

Disciplinary measures: PRA

345A

(1) The following provisions of this section have effect only if the Treasury, by order made after consultation with the PRA, so provide.

(2) Subsection (3) applies if it appears to the PRA that an auditor or actuary to whom section 342 applies—

(a) has failed to comply with a duty imposed on the auditor or actuary by rules made by the PRA, or

(b) has failed to comply with a duty imposed under this Act to communicate information to the PRA.

(3) The PRA may exercise one or more of the specified powers.

(4) The specified powers are such one or more of the following as may be specified in the order under subsection (1)—

(a) to disqualify the auditor or actuary from being the auditor of, or (as the case may be) from acting as an actuary for, any PRA-authorised person or any particular class of PRA-authorised person;

(b) to publish a statement to the effect that it appears to the PRA that the auditor or (as the case may be) actuary has failed to comply with the duty;

(5) Where the PRA disqualifies a person under subsection (4)(a) it must—

(a) notify the FCA, and

(b) notify the person concerned that it has made a notification under paragraph (a).

(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(7) The PRA may remove any disqualification imposed under subsection (4)(a) if satisfied that the disqualified person will in future comply with the duty in question.

Procedure and right to refer to Tribunal

345B

(1) If the FCA proposes to act under section 345(2) or the PRA proposes to act under section 345A(3), it must give the auditor or actuary to whom the action would relate a warning notice.

(2) A warning notice about a proposal to impose a penalty must state the amount of the penalty.

(3) A warning notice about a proposal to publish a statement must set out the terms of the statement.

(4) If the FCA decides to act under section 345(2) or the PRA decides to act under section 345A(3), it must give the auditor or actuary to whom the action would relate a decision notice.

(5) A decision notice about the imposition of a penalty must state the amount of the penalty.

(6) A decision notice about the publication of a statement must set out the terms of the statement.

(7) If the FCA decides to act under section 345(2) or the PRA decides to act under section 345A(3), the auditor or actuary concerned may refer the matter to the Tribunal.

Duty on publication of statement

345C

After a statement under section 345(2)(c) or 345A(4)(b) is published, the regulator that published it must send a copy of the statement to—

(a) the auditor or actuary, and

(b) any person to whom a copy of the decision notice was given under section 393(4).

Imposition of penalties on auditors or actuaries: statement of policy

345D

(1) The FCA must prepare and issue a statement of its policy with respect to—

(a) the imposition of penalties under section 345(2)(d), and

(b) the amount of penalties under that provision.

(2) If by virtue of an order under section 345A(1), the PRA has power to impose penalties under section 345A(4)(c), the PRA must prepare and issue a statement of its policy with respect to—

(a) the imposition of penalties under section 345A(4)(c), and

(b) the amount of penalties under that provision.

(3) A regulator's policy in determining what the amount of a penalty should be must include having regard to—

(a) the seriousness of the contravention, and

(b) the extent to which the contravention was deliberate or reckless.

(4) A regulator may at any time alter or replace a statement issued under this section.

(5) If a statement issued under this section is altered or replaced, the regulator must issue the altered or replacement statement.

(6) A regulator must, without delay, give the Treasury a copy of any statement which it publishes under this section.

(7) A statement issued under this section must be published by the regulator in the way appearing to the regulator to be best calculated to bring it to the attention of the public.

(8) In deciding whether to exercise a power under section 345(2)(d) in the case of any particular contravention, the FCA must have regard to any statement of policy published by it under this section and in force at a time when the contravention occurred.

(9) In deciding whether to exercise a power under section 345A(4)(c) in the case of any particular contravention, the PRA must have regard to any statement of policy published by it under this section and in force at a time when the contravention occurred.

(10) A regulator may charge a reasonable fee for providing a person with a copy of the statement.

Statements of policy: procedure

345E

(1) Before a regulator issues a statement under section 345D, the regulator must publish a draft of the proposed statement in the way appearing to the regulator to be best calculated to bring it to the attention of the public.

(2) The draft must be accompanied by notice that representations about the proposal may be made to the regulator within a specified time.

(3) Before issuing the proposed statement, the regulator must have regard to any representations made to it in accordance with subsection (2).

(4) If the regulator issues the proposed statement it must publish an account, in general terms, of—

(a) the representations made to it in accordance with subsection (2), and

(b) its response to them.

(5) If the statement differs from the draft published under subsection (1) in a way which is, in the opinion of the regulator, significant, the regulator must (in addition to complying with subsection (4)) publish details of the difference.

(6) A regulator may charge a reasonable fee for providing a person with a copy of a draft under subsection (1).

(7) This section also applies to a proposal to alter or replace a statement.

Offence

Provision of false or misleading information to auditor or actuary.

346

(1) An authorised person who knowingly or recklessly gives an appointed auditor or actuary information which is false or misleading in a material particular is guilty of an offence and liable—

(a) on summary conviction, to imprisonment for a term not exceeding six months or a fine not exceeding the statutory maximum, or both;

(b) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine, or both.

(2) Subsection (1) applies equally to an officer, controller or manager of an authorised person.

(3) “Appointed” means appointed under or as a result of this Act.

Part XXIII — Public Record, Disclosure of Information and Co-operation

The public record

The record of authorised persons etc.

347

(1) The FCA must maintain a record of every—

(a) person who appears to the FCA to be an authorised person;

(b) authorised unit trust scheme;

(ba) authorised contractual scheme;

(d) recognised scheme;

(e) recognised investment exchange;

(f) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(g) individual to whom a prohibition order or Part 9C prohibition order , Part 9C prohibition order or Part 18 prohibition order relates;

(h) approved person; . . .

(hza) Part 18 approved person;

(ha) person to whom subsection (2A) applies; ...

(hb) appointed representative to whom subsection (2B) applies;

(hc) appointed representative to whom subsection (2C) applies; and

(i) person falling within such other class (if any) as the FCA may determine.

(2) The record must include such information as the FCA considers appropriate and at least the following information—

(a) in the case of a person appearing to the FCA to be an authorised person—

(i) information as to the services which he holds himself out as able to provide; and

(ii) any address of which the FCA is aware at which a notice or other document may be served on him;

(b) in the case of an authorised unit trust scheme, the name and address of the manager and trustee of the scheme;

(ba) in the case of an authorised contractual scheme, the name and address of the operator and depositary of the scheme;

(i) the company;

(ii) if it has only one director, the director; and

(iii) its depositary (if any);

(d) in the case of a recognised scheme, the name and address of—

(i) the operator of the scheme; and

(ii) any representative of the operator in the United Kingdom;

(e) in the case of a recognised investment exchange ... the name and address of the exchange ...;

(f) in the case of an individual to whom a prohibition order , Part 9C prohibition order or Part 18 prohibition order relates—

(i) his name; and

(ii) details of the effect of the order;

(g) in the case of a person who is an approved person—

(i) his name;

(ii) the name of the authorised person concerned;

(iii) if the approved person is performing a controlled function under an arrangement with a contractor of the authorised person concerned, the name of the contractor.

(iv) ... whether or not the person is a senior manager;

(h) in the case of an approved person who is a senior manager in relation to an authorised person—

(i) whether a final notice has been given to the person under section 390; and

(ii) if so, any information about the matter to which the notice relates which has been published under section 391(4).

(ha) in the case of a person who is a Part 18 approved person—

(i) the person’s name;

(ii) the name of the relevant recognised body concerned;

(iii) if the Part 18 approved person is performing a designated senior management function under an arrangement with a contractor of the relevant recognised body concerned, the name of the contractor;

(iv) whether a final notice has been given to the person under section 390;

(v) if so, any information about the matter to which the notice relates which has been published under section 391(4);

(i) in the case of a mortgage intermediary—

(i) the names of the persons within the management who are responsible for the activities specified by article 25A (arranging regulated mortgage contracts), article 36A (credit broking), article 53A (advising on regulated mortgage contracts) and article 53DA (advising on regulated credit agreements the purpose of which is to acquire land) of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001; and

(ii) whether the mortgage intermediary is a tied mortgage intermediary or not;

(j) in the case of an appointed representative to whom subsection (2B) applies, the name of the mortgage intermediary on whose behalf the appointed representative acts;

(2A) This subsection applies to—

(a) an appointed representative to whom subsection (1A) or (1AA) of section 39 applies for whom the applicable register (as defined by subsection (1B) of that section) is the record maintained by virtue of subsection (1)(ha) above; and

(b) a person mentioned in subsection (1)(a) of section 39A if—

(i) the contract with an authorised person to which he is party complies with the applicable requirements (as defined by subsection (7) of that section), and

(ii) the authorised person has accepted responsibility in writing for the person's activities in carrying on investment services business (as defined by subsection (8) of that section); ...

(2B) This subsection applies to an appointed representative to whom section 39(1BA) applies or to whom that subsection would apply if the requirements of section 39(1BB) were not met.

(2C) This subsection applies to an appointed representative of an authorised person who has a Part 4A permission by virtue of regulation 4 or 7 of the Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2017 (S.I. 2017/XXXX).

(3) If it appears to the FCA that a person in respect of whom there is an entry in the record as a result of one of the paragraphs of subsection (1) has ceased to be a person to whom that paragraph applies, the FCA may remove the entry from the record.

(3A) But if a person ceases to be a person to whom one of the paragraphs of subsection (1) applies as a result of a cancellation of that person's Part 4A permission under section 55J because one or more of the conditions in section 55K(1)(b) to (d) was met, the power conferred by subsection (3) is not exercisable for a period of five years from the date on which the person ceased to be a person to whom subsection (1) applied.

(3B) Where the power conferred by subsection (3) is not exercisable in respect of an entry in the record as a result of subsection (3A) the FCA must—

(a) make a note in the record that it considers the person to whom the entry relates has ceased to be person to whom one of the paragraphs of subsection (1) applies as a result of a cancellation of that person’s Part 4A permission for a reason mentioned in subsection (3A)(a) or (b); and

(b) state why it considers that is the case.

(4) But if the FCA decides not to remove the entry, it must—

(a) make a note to that effect in the record; and

(b) state why it considers that the person has ceased to be a person to whom that paragraph applies in any case where it has not already done so under subsection (3B).

(4A) If the FCA cancels or varies the Part 4A permission of a mortgage intermediary and as a result the person to whom the entry relates no longer has a Part 4A permission to carry on a relevant mortgage activity within the meaning of section 55J(6C), the FCA must delete mention of such permission from the record without undue delay.

(5) The FCA must—

(a) make the record available for inspection by members of the public in a legible form at such times and in such place or places as the FCA may determine; and

(b) provide a certified copy of the record, or any part of it, to any person who asks for it—

(i) on payment of the fee (if any) fixed by the FCA; and

(ii) in a form (either written or electronic) in which it is legible to the person asking for it.

(6) The FCA may—

(a) publish the record, or any part of it;

(b) exploit commercially the information contained in the record, or any part of that information.

(7) “Authorised unit trust scheme”, “authorised contractual scheme”, “authorised open-ended investment company” and “recognised scheme” have the same meaning as in Part XVII, and associated expressions are to be read accordingly.

(8) “Approved person” (except in the expression “Part 18 approved person”) means a person in relation to whom the FCA or the PRA has given its approval under section 59 and “controlled function” and “arrangement” have the same meaning as in that section.

(8ZA) “Part 18 approved person” means a person in relation to whom the FCA has given its approval under section 309G.

(8A) In this section—

“senior manager”, in relation to an authorised person, means a person who has approval under section 59 to perform a designated senior management function in relation to the carrying on by the authorised person of a regulated activity, and

“designated senior management function” has the meaning given by section 59ZB. — in relation to an authorised person, has the meaning given by section 59ZB;in relation to a relevant recognised body, has the meaning given by section 309G (3);

“relevant recognised body” has the same meaning as in Chapter 2A of Part 18 (see section 309A).

(9) The authorised person concerned”, in relation to an approved person, means the person on whose application approval under section 59 was given.

(10) “The relevant recognised body concerned”, in relation to a Part 18 approved person, means the relevant recognised body on whose application approval under section 309G was given.

Duty of PRA to disclose information relevant to the record

347A

(1) The PRA must, for the purpose of assisting the FCA to comply with its duty under section 347—

(a) notify the FCA if the information included in the record as required under section 347(2)(a) appears to the PRA to be incomplete or inaccurate,

(b) if it makes a prohibition order relating to an individual, provide the FCA with information falling within section 347(2)(f) in relation to that order,

(c) where it is the appropriate regulator in relation to an approved person, provide the FCA with information falling within section 347(2)(g) in relation to that approved person, and

(d) where the FCA has notified the PRA that it considers it appropriate to include in the record information of a certain description, disclose to the FCA such information of that description as the PRA has in its possession.

(2) The duty to provide information under this section does not apply to information which the PRA reasonably believes is in the possession of the FCA.

(3) Subsection (1) does not require or authorise the disclosure of information whose disclosure is prohibited by or under section 348.

(4) This section is without prejudice to any other power to disclose information.

(5) In this section references to the “record” are to the record maintained under section 347.

Disclosure of information

Restrictions on disclosure of confidential information by FCA, PRA etc.

348

(1) Confidential information must not be disclosed by a primary recipient, or by any person obtaining the information directly or indirectly from a primary recipient, without the consent of—

(a) the person from whom the primary recipient obtained the information; and

(b) if different, the person to whom it relates.

(2) In this Part “confidential information” means information which—

(a) relates to the business or other affairs of any person;

(b) was received by the primary recipient for the purposes of, or in the discharge of, any functions of the FCA, the PRA ... or the Secretary of State under any provision made by or under this Act; and

(2A) Where the primary recipient is a person appointed under section 377G to act as the manager of a write-down order, subsection (2)(b) has effect as if the reference to the discharge of functions of the FCA, PRA or Secretary of State were to the functions of that person.

(3) It is immaterial for the purposes of subsection (2) whether or not the information was received—

(a) by virtue of a requirement to provide it imposed by or under this Act;

(b) for other purposes as well as purposes mentioned in that subsection.

(4) Information is not confidential information if—

(a) it has been made available to the public by virtue of being disclosed in any circumstances in which, or for any purposes for which, disclosure is not precluded by this section; or

(b) it is in the form of a summary or collection of information so framed that it is not possible to ascertain from it information relating to any particular person.

(5) Each of the following is a primary recipient for the purposes of this Part—

(a) the FCA;

(aa) the Bank of England;

(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(zd) a person appointed to act as a temporary manager by the FCA or the PRA under section 71C;

(d) a person appointed to collect or update information under section 166A or to make a report under section 166;

(da) a person appointed under section 377G to act as the manager of a write-down order;

(e) any person who is or has been employed by a person mentioned in paragraphs (a) to (c);

(ea) a person who is or has been engaged to provide services to a person mentioned in those paragraphs;

(f) any auditor or expert instructed by a person mentioned in those paragraphs.

(6) In subsection (5)(f) “expert” includes—

(a) a competent person appointed by the FCA under section 97;

(b) a competent person appointed by the FCA, the PRA or the Secretary of State to conduct an investigation under Part XI;

(7) Nothing in this section applies to information received by a primary recipient for the purposes of, or in the discharge of, any functions of the FCA under the Competition Act 1998 or the Enterprise Act 2002 by virtue of Part 16A of this Act.

(For provision about the disclosure of such information, see Part 9 of the Enterprise Act 2002.)

(8) In this section references to the Bank of England include the Bank acting in its capacity as the PRA.

Exceptions from section 348.

349

(1) Section 348 does not prevent a disclosure of confidential information which is—

(a) made for the purpose of facilitating the carrying out of a public function; and

(b) permitted by regulations made by the Treasury under this section.

(2) The regulations may, in particular, make provision permitting the disclosure of confidential information or of confidential information of a prescribed kind—

(a) by prescribed recipients, or recipients of a prescribed description, to any person for the purpose of enabling or assisting the recipient to discharge prescribed public functions;

(b) by prescribed recipients, or recipients of a prescribed description, to prescribed persons, or persons of prescribed descriptions, for the purpose of enabling or assisting those persons to discharge prescribed public functions;

(d) by any recipient if the disclosure is with a view to or in connection with prescribed proceedings.

(3) The regulations may also include provision—

(a) making any permission to disclose confidential information subject to conditions (which may relate to the obtaining of consents or any other matter);

(b) restricting the uses to which confidential information disclosed under the regulations may be put.

(3A) Section 348 does not apply to—

(a) the disclosure by the Panel on Takeovers and Mergers of confidential information disclosed to it by the FCA or the PRA in reliance on subsection (1);

(b) the disclosure of such information by a person obtaining it directly or indirectly from the Panel on Takeovers and Mergers.

(3B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(4) In relation to confidential information, each of the following is a “recipient”—

(a) a primary recipient;

(b) a person obtaining the information directly or indirectly from a primary recipient.

(5) “Public functions” includes—

(a) functions conferred by or in accordance with any provision contained in any enactment or subordinate legislation;

(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(c) similar functions to those referred to in paragraph (a) conferred on persons by or under provisions having effect as part of the law of a country or territory outside the United Kingdom;

(d) functions exercisable in relation to prescribed disciplinary proceedings.

(6) “Enactment” includes—

(a) an Act of the Scottish Parliament;

(b) Northern Ireland legislation.

(7) “Subordinate legislation” has the meaning given in the Interpretation Act 1978 and also includes an instrument made under an Act of the Scottish Parliament or under Northern Ireland legislation.

(8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Disclosure of information by the Inland Revenue.

350

(1) No obligation as to secrecy imposed by statute or otherwise prevents the disclosure of Revenue information to—

(a) the FCA or the PRA, if the disclosure is made for the purpose of assisting or enabling that regulator to discharge its functions under this or any other Act, or

(b) the Secretary of State, if the disclosure is made for the purpose of assisting in the investigation of a matter under section 168 or with a view to the appointment of an investigator under that section.

(2) A disclosure may only be made under subsection (1) by or under the authority of the Commissioners of Inland Revenue.

(3) Section 348 does not apply to Revenue information.

(4) Information obtained as a result of subsection (1)(b) may not be used except—

(a) for the purpose of deciding whether to appoint an investigator under section 168;

(b) in the conduct of an investigation under section 168;

(c) in criminal proceedings brought against a person under this Act or the Criminal Justice Act 1993 as a result of an investigation under section 168;

(d) for the purpose of taking action under this Act against a person as a result of an investigation under section 168;

(e) in proceedings before the Tribunal as a result of action taken as mentioned in paragraph (d).

(5) Information obtained as a result of subsection (1) may not be disclosed except—

(a) by or under the authority of the Commissioners of Inland Revenue;

(b) in proceedings mentioned in subsection (4)(c) or (e) or with a view to their institution.

(6) Subsection (5) does not prevent the disclosure of information obtained as a result of subsection (1) to a person to whom it could have been disclosed under subsection (1).

(7) “Revenue information” means information held by a person which it would be an offence under section 182 of the Finance Act 1989 for him to disclose.

Competition information.

351

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Disclosure under the UCITS directive

351A

(1) This section applies in relation to a disclosure made by a person who falls within subsection (2) for the purpose of compliance with requirements set out in rules made by the FCA or the PRA to implement Chapter VIII of the UCITS directive.

(2) The following persons fall within this subsection—

(a) the auditor of an authorised unit trust scheme or authorised contractual scheme that is a master UCITS;

(b) the trustee of an authorised unit trust scheme that is a master UCITS;

(ba) the depositary of an authorised contractual scheme that is a master UCITS;

(d) the trustee of an authorised unit trust scheme that is a feeder UCITS; ...

(da) the depositary of an authorised contractual scheme that is a feeder UCITS; or

(e) a person acting on behalf of a person within any of paragraphs (a) to (da)

(3) A disclosure to which this section applies is not to be taken as a contravention of any duty to which the person making the disclosure is subject.

(4) In this section, “authorised unit trust scheme”, “authorised contractual scheme”, “master UCITS” and “feeder UCITS” have the meaning given in section 237.

Offences.

352

(1) A person who discloses information in contravention of section 348 or 350(5) is guilty of an offence.

(2) A person guilty of an offence under subsection (1) is liable—

(a) on summary conviction, to imprisonment for a term not exceeding three months or a fine not exceeding the statutory maximum, or both;

(b) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine, or both.

(3) A person is guilty of an offence if, in contravention of any provision of regulations made under section 349, he uses information which has been disclosed to him in accordance with the regulations.

(4) A person is guilty of an offence if, in contravention of subsection (4) of section 350, he uses information which has been disclosed to him in accordance with that section.

(5) A person guilty of an offence under subsection (3) or (4) is liable on summary conviction to imprisonment for a term not exceeding three months or a fine not exceeding level 5 on the standard scale, or both.

(6) In proceedings for an offence under this section it is a defence for the accused to prove—

(a) that he did not know and had no reason to suspect that the information was confidential information or that it had been disclosed in accordance with section 350;

(b) that he took all reasonable precautions and exercised all due diligence to avoid committing the offence.

Removal of other restrictions on disclosure.

353

(1) The Treasury may make regulations permitting the disclosure of any information, or of information of a prescribed kind—

(a) by prescribed persons for the purpose of assisting or enabling them to discharge prescribed functions under this Act or any rules or regulations made under it;

(b) by prescribed persons, or persons of a prescribed description, to the FCA or the PRA for the purpose of assisting or enabling the either of them to discharge prescribed functions.

(2) Regulations under this section may not make any provision in relation to the disclosure of confidential information by primary recipients or by any person obtaining confidential information directly or indirectly from a primary recipient.

(3) If a person discloses any information as permitted by regulations under this section the disclosure is not to be taken as a contravention of any duty to which he is subject.

Information received from Bank of England

353A

(1) The FCA must not disclose to any person specially protected information.

(2) “Specially protected information” is information in relation to which the first and second conditions are met.

(3) The first condition is that the FCA received the information from the Bank of England.

(4) The second condition is that the Bank notified the FCA that the Bank held the information for the purpose of its functions with respect to any of the following—

(a) monetary policy;

(b) financial operations intended to support financial institutions for the purposes of maintaining stability;

(5) The notification referred to in subsection (4) must be—

(a) in writing, and

(b) given before, or at the same time as, the Bank discloses the information.

(6) The prohibition in subsection (1) does not apply—

(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(b) where the Bank has consented to disclosure of the information;

(c) to information which has been made available to the public by virtue of being disclosed in any circumstances in which, or for any purposes for which, disclosure is not precluded by this section;

(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(7) In this section references to disclosure by or to the FCA or by the Bank include references to disclosure by or to—

(a) persons who are, or are acting as,—

(i) officers of, or members of the staff of, the FCA, or

(ii) officers, employees or agents of the Bank, or

(b) auditors, experts, contractors or investigators appointed by the FCA or the Bank under powers conferred by this Act or otherwise.

(8) References to disclosure by the FCA do not include references to disclosure between persons who fall within any paragraph of subsection (7)(a) or (b) in relation to the FCA.

(9) The FCA must take such steps as are reasonable in the circumstances to prevent the disclosure of specially protected information, in cases not excluded by subsection (6), by those who are or have been—

(a) its officers or members of staff (including persons acting as its officers or members of staff);

(b) auditors, experts, contractors or investigators appointed by the FCA under powers conferred by this Act or otherwise;

(10) In this section references to the Bank of England include the Bank acting in its capacity as the PRA.

Co-operation

Authority’s duty to co-operate with others.

354

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

FCA's duty to co-operate with others

354A

(1) The FCA must take such steps as it considers appropriate to co-operate with other persons (whether in the United Kingdom or elsewhere) who have functions—

(a) similar to those of the FCA, or

(b) in relation to the prevention or detection of financial crime.

(2) The persons referred to in subsection (1) do not include the Bank of England or the PRA (but see sections 3D and 3Q).

(2A) Subsection (1) does not apply in relation to the Competition and Markets Authority in a case where the FCA has made a reference under section 131 of the Enterprise Act 2002 as a result of section 234I (but see section 234L).

(3) The FCA must take such steps as it considers appropriate to co-operate with—

(a) the Panel on Takeovers and Mergers;

(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(c) any ... person or body that exercises functions of a public nature, under legislation in any country or territory outside the United Kingdom, that appear to the FCA to be similar to those of the Panel on Takeovers and Mergers.

(4) Co-operation may include the sharing of information which the FCA is not prevented from disclosing.

(5) “Financial crime” has the meaning given in section 1H(3).

PRA's duty to co-operate with others

354B

(1) The PRA must take such steps as it considers appropriate to co-operate with—

(a) other persons (whether in the United Kingdom or elsewhere) who have functions similar to those of the PRA, and

(b) other bodies that have functions relevant to financial stability.

(2) The persons referred to in subsection (1) do not include the FCA (but see section 3D).

(3) Co-operation may include the sharing of information which the PRA is not prevented from disclosing.

PRA's duty to provide information to Bank of England

354C

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Provision of information to ESMA, the Commission and other EEA States

Information under the markets in financial instruments directive

354D

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Competent authorities under the markets in financial instruments directive: designation and co-operation

354E

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Information under the transparency obligations directive

354F

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Information under the UCITS directive

354G

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Information under the Insurance Distribution Directive

354H

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Part XXIV — Insolvency

Interpretation

Interpretation of this Part.

355

(1) In this Part—

“the 1986 Act” means the Insolvency Act 1986;

“the 1989 Order” means the Insolvency (Northern Ireland) Order 1989;

“the 2016 Act” means the Bankruptcy (Scotland) Act 2016;

“body” means a body of persons—over which the court has jurisdiction under any provision of, or made under, the 1986 Act (or the 1989 Order); butwhich is not a building society, a friendly society or a registered society; and

“court” means—the court having jurisdiction for the purposes of the 1985 Act or the 1986 Act; orin Northern Ireland, the High Court.

“creditors’ decision procedure” has the meaning given by section 379ZA(11) of the 1986 Act;

“PRA-regulated person” means a person who— is or has been a PRA-authorised person,is or has been an appointed representative whose principal (or one of whose principals) is, or was, a PRA-authorised person, oris carrying on or has carried on a PRA-regulated activity in contravention of the general prohibition.

“qualifying decision procedure” has the meaning given by section 246ZE(11) of the 1986 Act.

(2) In this Part “insurer” has such meaning as may be specified in an order made by the Treasury.

Arrangements and reconstructions: companies in financial difficulty

Powers of FCA and PRA to participate in proceedings

355A

(1) This section applies where Part 26A of the Companies Act 2006 (“the 2006 Act”) (arrangements and reconstructions: companies in financial difficulty) applies in relation to a company which—

(a) is, or has been, an authorised person or recognised investment exchange;

(b) is, or has been, any of the following—

(i) an electronic money institution;

(ii) an authorised payment institution;

(iii) a small payment institution;

(iv) a registered account information service provider;

(d) is carrying on, or has carried on, a regulated activity in contravention of the general prohibition.

(2) A relevant applicant must give notice to the appropriate regulator of—

(a) any application which the relevant applicant intends to make under section 901C(1) of the 2006 Act, and

(b) any application which the relevant applicant believes a creditor or member of the company has made, or intends to make, under section 901C(1) of that Act in relation to the company.

(3) A relevant applicant may not make an application under section 901C(1) of the 2006 Act in relation to a company that is a PRA-regulated person without the consent of the PRA.

(4) In this section “relevant applicant”, in relation to a company, means—

(a) the company;

(b) if the company is being wound up, the liquidator;

(5) The appropriate regulator is entitled to be heard at any hearing of an application made under section 901C or 901F of the 2006 Act in relation to the company.

(6) Any notice or other document required to be sent to a creditor of the company must also be sent to the appropriate regulator.

(7) A person appointed for the purpose by the appropriate regulator is entitled—

(a) to attend any meeting of creditors of the company summoned under section 901C of the 2006 Act;

(b) to make representations as to any matter for decision at such a meeting.

(8) In this section—

“the appropriate regulator” means—where the company is a PRA-regulated person, each of the FCA and the PRA, except that the reference in subsection (7) to a person appointed by the appropriate regulator is to be read as a reference to a person appointed by either the FCA or the PRA;in any other case, the FCA;

“authorised payment institution”, “small payment institution” and “registered account information service provider” have the same meaning as in the Payment Services Regulations 2017 (S.I. 2017/752) (see regulation 2 of those Regulations);

“electronic money institution” has the same meaning as in the Electronic Money Regulations 2011 (S.I. 2011/99) (see regulation 2 of those Regulations).

Enforcement of requirements imposed by section 355A

355B

(1) For the purpose of enforcing a requirement imposed on a company by section 355A(2) or (3), the appropriate regulator may exercise any of the following powers (so far as it would not otherwise be exercisable)—

(a) the power to publish a statement under section 205 (public censure);

(b) the power to impose a financial penalty under section 206.

(2) Accordingly, sections 205 and 206, and so much of this Act as relates to either of those sections, have effect in relation to a requirement imposed by section 355A(2) or (3) as if—

(a) any reference to an authorised person included (so far as would not otherwise be the case) a reference to a company falling within any of paragraphs (a) to (d) of section 355A(1),

(b) any reference to a relevant requirement included (so far as would not otherwise be the case) a reference to a requirement imposed by section 355A(2) or (3), and

(3) In this section “the appropriate regulator” has the same meaning as in section 355A.

Voluntary arrangements

Powers of FCA and PRA to participate in proceedings: company voluntary arrangements.

356

(1) Where a voluntary arrangement has effect under Part I of the 1986 Act in respect of a company or insolvent partnership which is an authorised person, or recognised investment exchange, the appropriate regulator may apply to the court under section 6 or 7 of that Act.

(2) Where a voluntary arrangement has been approved under Part II of the 1989 Order in respect of a company or insolvent partnership which is an authorised person, or recognised investment exchange, the appropriate regulator may apply to the court under Article 19 or 20 of that Order.

(3) If a person other than a regulator makes an application to the court in relation to the company or insolvent partnership under any of those provisions, the appropriate regulator is entitled to be heard at any hearing relating to the application.

(4) "The appropriate regulator” means—

(a) in the case of a PRA-authorised person—

(i) for the purposes of subsections (1) and (2), the FCA or the PRA, and

(ii) for the purposes of subsection (3), each of the FCA and the PRA;

(b) in any other case, the FCA.

(5) If either regulator makes an application to the court under any of those provisions in relation to a PRA-authorised person, the other regulator is entitled to be heard at any hearing relating to the application.

Powers of FCA and PRA to participate in proceedings: individual voluntary arrangements.

357

(1) The appropriate regulator is entitled to be heard on an application by an individual who is an authorised person under section 253 of the 1986 Act (or Article 227 of the 1989 Order).

(2) Subsections (2A) to (6) apply if such an order is made on the application of such a person.

(2A) Where under section 257 of the 1986 Act the individual’s creditors are asked to decide whether to approve the proposed voluntary arrangement—

(a) notice of the creditors’ decision procedure must be given to the appropriate regulator; and

(b) the appropriate regulator or a person appointed by the appropriate regulator is entitled to participate in (but not vote in) the creditors’ decision procedure by which the decision is made.

(2B) Notice of the decision made by the creditors’ decision procedure is to be given to the appropriate regulator by the nominee or the nominee’s replacement under section 256(3) or 256A(4) of the 1986 Act.

(3) A person appointed for the purpose by the appropriate regulator is entitled to attend any meeting of creditors of the debtor summoned under Article 231 of the 1989 Order.

(4) Notice of the result of a meeting so summoned is to be given to the appropriate regulator by the chairman of the meeting.

(5) The appropriate regulator may apply to the court—

(a) under section 262 of the 1986 Act (or Article 236 of the 1989 Order); or

(b) under section 263 of the 1986 Act (or Article 237 of the 1989 Order).

(6) If a person other than a regulator makes an application to the court under any provision mentioned in subsection (5), the appropriate regulator is entitled to be heard at any hearing relating to the application.

(7) "The appropriate regulator” means—

(a) in the case of a PRA-authorised person, each of the FCA and the PRA, except that the references in subsections (2A)(b) and (3) to a person appointed by the appropriate regulator are to be read as references to a person appointed by either the FCA or the PRA;

(b) in any other case, the FCA.

(8) If either regulator makes an application to the court under any of the provisions mentioned in subsection (5) in relation to a PRA-authorised person, the other regulator is entitled to be heard at any hearing relating to the application.

Powers of FCA and PRA to participate in proceedings: trust deeds for creditors in Scotland.

358

(1) This section applies where a trust deed has been granted by or on behalf of a debtor who is an authorised person or recognised investment exchange.

(2) The trustee must, as soon as practicable after he becomes aware that the debtor is an authorised person or recognised investment exchange, send to the appropriate regulator—

(a) in every case, a copy of the trust deed;

(b) where any other document or information is sent to every creditor known to the trustee in pursuance of section 170 of the 2016 Act, a copy of such document or information.

(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(4) The appropriate regulator must be given the same notice as the creditors of any meeting of creditors held in relation to the trust deed.

(5) A person appointed for the purpose by the appropriate regulator is entitled to attend and participate in (but not to vote at) any such meeting of creditors as if that regulator were a creditor under the deed.

(6) This section does not affect any right a regulator has as a creditor of a debtor who is an authorised person or recognised investment exchange.

(6A) "The appropriate regulator” means—

(a) in the case of a PRA-authorised person—

(i) for the purposes of subsections (2) ... and (4), each of the FCA and the PRA, and

(ii) for the purposes of subsection (5), the FCA or the PRA;

(b) in any other case, the FCA.

(7) Expressions used in this section and in the 2016 Act have the same meaning in this section as in that Act.

Administration orders

Administration order

359

(1) The FCA may make an administration application under Schedule B1 to the 1986 Act or Schedule B1 to the 1989 Order in relation to a company or insolvent partnership which—

(a) is or has been an authorised person or recognised investment exchange,

(b) is or has been an appointed representative, or

(1A) The PRA may make an administration application under Schedule B1 to the 1986 Act or Schedule B1 to the 1989 Order in relation to a company or insolvent partnership which is a PRA-regulated person.

(2) Subsection (3) applies in relation to an administration application made (or a petition presented) by a regulator by virtue of this section.

(3) Any of the following shall be treated for the purpose of paragraph 11(a) of Schedule B1 to the 1986 Act or paragraph 12(a) of Schedule B1 to the 1989 Order as unable to pay its debts—

(a) a company or partnership in default on an obligation to pay a sum due and payable under an agreement, . . .

(b) an authorised deposit taker in default on an obligation to pay a sum due and payable in respect of a relevant deposit., and—

(c) an authorised reclaim fund in default on an obligation to pay a sum payable as a result of a claim made by virtue of section 1(2)(b) or 2(2)(b) of the Dormant Bank and Building Society Accounts Act 2008.

(4) In this section—

“agreement” means an agreement the making or performance of which constitutes or is part of a regulated activity carried on by the company or partnership,

“authorised deposit taker” means a person with a Part 4A permission to accept deposits (but not a person who has a Part 4A permission to accept deposits only for the purpose of carrying on another regulated activity in accordance with that permission),

“authorised reclaim fund” has the same meaning as in the Dormant Assets Acts 2008 to 2022 (see section 26 of the Dormant Assets Act 2022);

“company” means a company—in respect of which an administrator may be appointed under Schedule B1 to the 1986 Act, orin respect of which an administrator may be appointed under Schedule B1 to the 1989 Order,

“relevant deposit” shall, ignoring any restriction on the meaning of deposit arising from the identity of the person making the deposit, be construed in accordance with—section 22,any relevant order under that section, andSchedule 2.

(5) The definition of “authorised deposit taker” in subsection (4) shall be construed in accordance with—

(a) section 22,

(b) any relevant order under that section, and

Insurers.

360

(1) The Treasury may by order provide that such provisions of Part II of the 1986 Act (or Part III of the 1989 Order) as may be specified are to apply in relation to insurers with such modifications as may be specified.

(2) An order under this section—

(a) may provide that such provisions of this Part as may be specified are to apply in relation to the administration of insurers in accordance with the order with such modifications as may be specified; and

(b) requires the consent of the Secretary of State.

(3) “Specified” means specified in the order.

(4) Subsection (5) applies where, by virtue of an order under this section, a person may be appointed as administrator of an insurer.

(5) While a write-down order under section 377A has effect in relation to an insurer, a person may not be appointed as administrator of the insurer without the consent of the PRA.

Administrator’s duty to report to FCA and PRA

361

(1) This section applies where a company or partnership is—

(a) in administration within the meaning of Schedule B1 to the 1986 Act, or

(b) in administration within the meaning of Schedule B1 to the 1989 Order.

(2) If the administrator thinks that the company or partnership is carrying on, or has carried on—

(a) a regulated activity in contravention of the general prohibition, or

(b) a credit-related regulated activity in contravention of section 20,

the administrator must report the matter to the appropriate regulator without delay.

(2A) "The appropriate regulator” means—

(a) where the regulated activity is a PRA-regulated activity, the FCA and the PRA;

(b) in any other case, the FCA.

(3) Subsection (2) does not apply where—

(a) the administration arises out of an administration order made on an application made or petition presented by a regulator, and

(b) the regulator's application or petition depended on a contravention by the company or partnership of the general prohibition.

Powers of FCA and PRA to participate in proceedings.

362

(1) This section applies if a person ... makes an administration application under Schedule B1 to the 1986 Act or Schedule B1 to the 1989 Order in relation to a company or partnership which—

(a) is, or has been, an authorised person or recognised investment exchange;

(b) is, or has been, an appointed representative; or

(1A) This section also applies in relation to—

(a) the appointment under paragraph 14 or 22 of Schedule B1 to the 1986 Act or paragraph 15 or 23 of Schedule B1 to the 1989 Order of an administrator of a company of a kind described in subsection (1)(a) to (c), or

(b) the filing with the court of a copy of notice of intention to appoint an administrator under any of those paragraphs.

(1B) This section also applies in relation to—

(a) the appointment under paragraph 22 of Schedule B1 to the 1986 Act (as applied by order under section 420 of the 1986 Act), or under paragraph 23 of Schedule B1 to the 1989 Order (as applied by order under Article 364 of the 1989 Order), of an administrator of a partnership of a kind described in subsection (1)(a) to (c), or

(b) the filing with the court of a copy of notice of intention to appoint an administrator under either of those paragraphs (as so applied).

(2) The appropriate regulator is entitled to be heard—

(a) at the hearing of the administration application or the petition; and

(b) at any other hearing of the court in relation to the company or partnership under Part II of the 1986 Act (or Part III of the 1989 Order).

(3) Any notice or other document required to be sent to a creditor of the company or partnership must also be sent to the appropriate regulator.

(4) The appropriate regulator may apply to the court under paragraph 74 of Schedule B1 to the 1986 Act or paragraph 75 of Schedule B1 to the 1989 Order.

(4A) In respect of an application under subsection (4)—

(a) paragraph 74(1)(a) and (b) shall have effect as if for the words “harm the interests of the applicant (whether alone or in common with some or all other members or creditors)” there were substituted the words “harm the interests of some or all members or creditors”, and

(b) paragraph 75(1)(a) and (b) of Schedule B1 to the 1989 Order shall have effect as if for the words “harm the interests of the applicant (whether alone or in common with some or all other members or creditors)” there were substituted the words harm the interests of some or all members or creditors.

(5) A person appointed for the purpose by the appropriate regulator is entitled—

(a) to attend any meeting of creditors of the company or partnership summoned under any enactment;

(b) to attend any meeting of a committee established under paragraph 57 of Schedule B1 to the 1986 Act (or paragraph 58 of Schedule B1 to the 1989 Order; and

(5A) The appropriate regulator or a person appointed by the appropriate regulator is entitled to participate in (but not vote in) a qualifying decision procedure by which a decision about any matter is sought from the creditors of the company or partnership.

(6) If, during the course of the administration of a company, a compromise or arrangement in relation to which Part 26 of the Companies Act 2006 applies is proposed between the company and its creditors, or any class of them, the appropriate regulator may apply to the court under section 896 or 899 of that Act.

(6A) If, during the course of the administration of a company, a compromise or arrangement in relation to which Part 26A of the Companies Act 2006 applies is proposed between the company and its creditors, or any class of them, the appropriate regulator may apply to the court under section 901C or 901F of that Act.

(7) “The appropriate regulator” means—

(a) where the company or partnership is a PRA-regulated person, each of the FCA and the PRA, except that the references in subsections (5) and (5A) to a person appointed by the appropriate regulator are to be read as references to a person appointed by either the FCA or the PRA;

(b) in any other case, the FCA.

(8) But where the administration application was made by a regulator “the appropriate regulator” does not include that regulator.

Administrator appointed by company or directors

362A

(1) This section applies in relation to a company or partnership of a kind described in section 362(1)(a) to (c).

(2) An administrator of the company or partnership may not be appointed under a provision specified in subsection (2A) without the consent of the appropriate regulator.

(2A) Those provisions are—

(a) paragraph 22 of Schedule B1 to the 1986 Act (including that paragraph as applied in relation to partnerships by order under section 420 of that Act);

(b) paragraph 23 of Schedule B1 to the 1989 Order (including that paragraph as applied in relation to partnerships by order under article 364 of that Order).

(2B) “The appropriate regulator” means—

(a) where the company or partnership is a PRA-regulated person, the PRA, and

(b) in any other case, the FCA.

(3) Consent under subsection (2)—

(a) must be in writing, and

(b) must be filed with the court along with the notice of intention to appoint under paragraph 27 of Schedule B1 to the 1986 Act or paragraph 28 of Schedule B1 to the 1989 Order.

(4) In a case where no notice of intention to appoint is required—

(a) subsection (3)(b) shall not apply, but

(b) consent under subsection (2) must accompany the notice of appointment filed under paragraph 29 of Schedule B1 to the 1986 Act or paragraph 30 of Schedule B1 to the 1989 Order.

Receivership

Powers of FCA and PRA to participate in proceedings.

363

(1) This section applies if a receiver has been appointed in relation to a company which—

(a) is, or has been, an authorised person or recognised investment exchange;

(b) is, or has been, an appointed representative; or

(2) The appropriate regulator is entitled to be heard on an application made under section 35 or 63 of the 1986 Act (or Article 45 of the 1989 Order).

(3) The appropriate regulator is entitled to make an application under section 41(1)(a) or 69(1)(a) of the 1986 Act (or Article 51(1)(a) of the 1989 Order).

(4) A report under section 48(1) or 67(1) of the 1986 Act (or Article 58(1) of the 1989 Order) must be sent by the person making it to the appropriate regulator.

(5) A person appointed for the purpose by the appropriate regulator is entitled—

(a) to attend any meeting of creditors of the company summoned under any enactment;

(b) to attend any meeting of a committee established under section 49 or 68 of the 1986 Act (or Article 59 of the 1989 Order); and

(6) "The appropriate regulator” means—

(a) for the purposes of subsections (2) to (4)—

(i) where the company is a PRA-regulated person, each of the FCA and the PRA, and

(ii) in any other case, the FCA;

(b) for the purposes of subsection (5)—

(i) where the company is a PRA-regulated person, the FCA or the PRA, and

(ii) in any other case, the FCA.

Receiver’s duty to report to FCA and PRA

364

If—

(a) a receiver has been appointed in relation to a company, and

(b) it appears to the receiver that the company is carrying on, or has carried on, a regulated activity in contravention of the general prohibition or a credit-related regulated activity in contravention of section 20,

the receiver must report the matter without delay to the FCA and, if the regulated activity concerned is a PRA-regulated activity, to the PRA.

Voluntary winding up

Powers of FCA and PRA to participate in proceedings.

365

(1) This section applies in relation to a company which—

(a) is being wound up voluntarily;

(b) is an authorised person or recognised investment exchange; and

(2) The appropriate regulator may apply to the court under section 112 of the 1986 Act (or Article 98 of the 1989 Order) in respect of the company.

(3) The appropriate regulator is entitled to be heard at any hearing of the court in relation to the voluntary winding up of the company.

(4) Any notice or other document required to be sent to a creditor of the company must also be sent to the appropriate regulator.

(5) A person appointed for the purpose by the appropriate regulator is entitled—

(a) to attend any meeting of creditors of the company summoned under any enactment;

(b) to attend any meeting of a committee established under section 101 of the 1986 Act (or Article 87 of the 1989 Order); and

(5A) The appropriate regulator or a person appointed by the appropriate regulator is entitled to participate in (but not vote in) a qualifying decision procedure by which a decision about any matter is sought from the creditors of the company.

(6) The voluntary winding up of the company does not bar the right of the appropriate regulator to have it wound up by the court.

(7) If, during the course of the winding up of the company, a compromise or arrangement in relation to which Part 26 of the Companies Act 2006 applies is proposed between the company and its creditors, or any class of them, the appropriate regulator may apply to the court under section 896 or 899 of that Act.

(7A) If, during the course of the winding up of the company, a compromise or arrangement in relation to which Part 26A of the Companies Act 2006 applies is proposed between the company and its creditors, or any class of them, the appropriate regulator may apply to the court under section 901C or 901F of that Act.

(8) “The appropriate regulator” means—

(a) where the company is a PRA-authorised person, each of the FCA and the PRA, except that the references in subsections (5) and (5A) to a person appointed by the appropriate regulator are to be read as references to a person appointed by either the FCA or the PRA;

(b) in any other case, the FCA.

Insurers effecting or carrying out long-term contracts or insurance.

366

(1) An insurer effecting or carrying out contracts of long-term insurance may not be wound up voluntarily without the consent of the PRA.

(2) If notice of a general meeting of such an insurer is given, specifying the intention to propose a resolution for voluntary winding up of the insurer, a director of the insurer must notify the PRA as soon as practicable after he becomes aware of it.

(3) A person who fails to comply with subsection (2) is guilty of an offence and liable on summary conviction to a fine not exceeding level 5 on the standard scale.

(4) A winding up resolution may not be passed—

(a) as a written resolution (in accordance with Chapter 2 of Part 13 of the Companies Act 2006), or

(b) at a meeting called in accordance with section 307(4) to (6) or 337(2) of that Act (agreement of members to calling of meeting at short notice).

(5) A copy of a winding-up resolution forwarded to the registrar of companies in accordance with section 30 of the Companies Act 2006 must be accompanied by a certificate issued by the PRA stating that it consents to the voluntary winding up of the insurer.

(6) If subsection (5) is complied with, the voluntary winding up is to be treated as having commenced at the time the resolution was passed.

(7) If subsection (5) is not complied with, the resolution has no effect.

(8) “Winding-up resolution” means a resolution for voluntary winding up of an insurer effecting or carrying out contracts of long-term insurance.

(9) Before giving or refusing consent under subsection (1), the PRA must consult the FCA.

(10) In the event that the activity of effecting or carrying out long-term contracts of insurance as principal is not to any extent a PRA-regulated activity—

(a) references to the PRA in subsections (1), (2) and (5) are to be read as references to the FCA, and

(b) subsection (9) does not apply.

Winding up by the court

Winding-up petitions.

367

(1) The FCA may present a petition to the court for the winding up of a body which—

(a) is, or has been, an authorised person or recognised investment exchange;

(b) is, or has been, an appointed representative; or

(1A) The PRA may present a petition to the court for the winding up of a body which is a PRA-regulated person.

(2) In subsections (1) and (1A) “body” includes any partnership.

(3) On such a petition, the court may wind up the body if—

(za) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(a) the body is unable to pay its debts within the meaning of section 123 or 221 of the 1986 Act (or Article 103 or 185 of the 1989 Order); or

(b) the court is of the opinion that it is just and equitable that it should be wound up.

(4) If a body is in default on an obligation to pay a sum due and payable under an agreement, it is to be treated for the purpose of subsection (3)(a) as unable to pay its debts.

(5) “Agreement” means an agreement the making or performance of which constitutes or is part of a regulated activity carried on by the body concerned.

(6) Subsection (7) applies if a petition is presented under subsection (1) or (1A) for the winding up of a partnership—

(a) on the ground mentioned in subsection (3)(b); or

(b) in Scotland, on a ground mentioned in subsection (3)(a) or (b).

(7) The court has jurisdiction, and the 1986 Act (or the 1989 Order) has effect, as if the partnership were an unregistered company as defined by section 220 of that Act (or Article 184 of that Order).

Winding-up petitions: EEA and Treaty firms.

368

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Insurers: service of petition etc. on FCA and PRA.

369

(1) If a person other than a regulator presents a petition for the winding up of an authorised person with permission to effect or carry out contracts of insurance, the petitioner must serve a copy of the petition on the appropriate regulator.

(2) If a person other than a regulator applies to have a provisional liquidator appointed under section 135 of the 1986 Act (or Article 115 of the 1989 Order) in respect of an authorised person with permission to effect or carry out contracts of insurance, the applicant must serve a copy of the application on the appropriate regulator.

(3) "The appropriate regulator” means—

(a) in relation to a PRA-authorised person, the FCA and the PRA, and

(b) in any other case, the FCA.

(4) If either regulator—

(a) presents a petition for the winding up of a PRA-authorised person with permission to effect or carry out contracts of insurance, or

(b) applies to have a provisional liquidator appointed under section 135 of the 1986 Act (or Article 115 of the 1989 Order) in respect of a PRA-authorised person with permission to effect or carry out contracts of insurance,

that regulator must serve a copy of the petition or application (as the case requires) on the other regulator.

Reclaim funds: service of petition etc on FCA and PRA

369A

(1) If a person other than a regulator presents a petition for the winding up of an authorised reclaim fund, the petitioner must serve a copy of the petition on the appropriate regulator.

(2) If a person other than a regulator applies to have a provisional liquidator appointed under section 135 of the 1986 Act (or Article 115 of the 1989 Order) in respect of an authorised reclaim fund, the applicant must serve a copy of the application on the appropriate regulator.

(3) In this section “authorised reclaim fund” has the same meaning as in the Dormant Assets Acts 2008 to 2022 (see section 26 of the Dormant Assets Act 2022).

(4) "The appropriate regulator” means—

(a) in relation to an authorised reclaim fund that is a PRA-authorised person, the FCA and the PRA, and

(b) in relation to any other authorised reclaim fund, the FCA.

(5) If either regulator—

(a) presents a petition for the winding up of an authorised reclaim fund that is a PRA-authorised person, or

(b) applies to have a provisional liquidator appointed under section 135 of the 1986 Act (or Article 115 of the 1989 Order) in respect of an authorised reclaim fund that is a PRA-authorised person,

that regulator must serve a copy of the petition or application (as the case requires) on the other regulator.

Liquidator's duty to report to FCA and PRA

370

(1) If—

(a) a company is being wound up voluntarily or a body is being wound up on a petition presented by any person, and

(b) it appears to the liquidator that the company or body is carrying on, or has carried on—

(i) a regulated activity in contravention of the general prohibition, or

(ii) a credit-related regulated activity in contravention of section 20,

the liquidator must report the matter without delay to the FCA and, if the regulated activity concerned is a PRA-regulated activity, to the PRA.

(2) Subsection (1) does not apply where—

(a) a body is being wound up on a petition presented by a regulator, and

(b) the regulator's petition depended on a contravention by the body of the general prohibition.

Powers of FCA and PRA to participate in proceedings.

371

(1) This section applies if a person ... presents a petition for the winding up of a body which—

(a) is, or has been, an authorised person or recognised investment exchange;

(b) is, or has been, an appointed representative; or

(2) The appropriate regulator is entitled to be heard—

(a) at the hearing of the petition; and

(b) at any other hearing of the court in relation to the body under or by virtue of Part IV or V of the 1986 Act (or Part V or VI of the 1989 Order).

(3) Any notice or other document required to be sent to a creditor of the body must also be sent to the appropriate regulator.

(4) A person appointed for the purpose by the appropriate regulator is entitled—

(a) to attend any meeting of creditors of the body;

(b) to attend any meeting of a committee established for the purposes of Part IV or V of the 1986 Act under section 101 of that Act or under section 141 or 142 of that Act;

(c) to attend any meeting of a committee established for the purposes of Part V or VI of the 1989 Order under Article 87 of that Order or under Article 120 of that Order; and

(d) to make representations as to any matter for decision at such a meeting.

(4A) The appropriate regulator or a person appointed by the appropriate regulator is entitled to participate in (but not vote in) a qualifying decision procedure by which a decision about any matter is sought from the creditors of the body.

(5) If, during the course of the winding up of a company, a compromise or arrangement in relation to which Part 26 of the Companies Act 2006 applies is proposed between the company and its creditors, or any class of them, the appropriate regulator may apply to the court under section 896 or 899 of that Act.

(5A) If, during the course of the winding up of a company, a compromise or arrangement in relation to which Part 26A of the Companies Act 2006 applies is proposed between the company and its creditors, or any class of them, the appropriate regulator may apply to the court under section 901C or 901F of that Act.

(6) “The appropriate regulator” means—

(a) where the body is a PRA-regulated person, each of the FCA and the PRA, except that the references in subsections (4) and (4A) to a person appointed by the appropriate regulator are to be read as references to a person appointed by either the FCA or the PRA;

(b) in any other case, the FCA.

(7) But where the petition was presented by a regulator “the appropriate regulator” does not include the regulator which presented the petition.

Bankruptcy

Petitions.

372

(1) The FCA may present a petition to the court—

(a) under section 264 of the 1986 Act (or Article 238 of the 1989 Order) for a bankruptcy order to be made against an individual; or

(b) under section 2 or 5 of the 2016 Act for the sequestration of the estate of an individual.

(1A) The PRA may present a petition to the court—

(a) under section 264 of the 1986 Act (or Article 238 of the 1989 Order) for a bankruptcy order to be made against an individual who is a PRA-regulated person;

(b) under section 2 or 5 of the 2016 Act for the sequestration of the estate of an individual who is a PRA-regulated person.

(2) But a petition may be presented by virtue of subsection (1) or (1A) only on the ground that—

(a) the individual appears to be unable to pay a regulated activity debt; or

(b) the individual appears to have no reasonable prospect of being able to pay a regulated activity debt.

(3) An individual appears to be unable to pay a regulated activity debt if he is in default on an obligation to pay a sum due and payable under an agreement.

(4) An individual appears to have no reasonable prospect of being able to pay a regulated activity debt if—

(a) a regulator has served on him a demand requiring him to establish to the satisfaction of that regulator that there is a reasonable prospect that he will be able to pay a sum payable under an agreement when it falls due;

(b) at least three weeks have elapsed since the demand was served; and

(5) A demand made under subsection (4)(a) is to be treated for the purposes of the 1986 Act (or the 1989 Order) as if it were a statutory demand under section 268 of that Act (or Article 242 of that Order).

(6) For the purposes of a petition presented in accordance with subsection (1)(b) or (1A)(b)—

(a) the regulator by which the petition is presented is to be treated as a qualified creditor; and

(b) a ground mentioned in subsection (2) constitutes apparent insolvency.

(7) “Individual” means an individual—

(a) who is, or has been, an authorised person; or

(b) who is carrying on, or has carried on, a regulated activity in contravention of the general prohibition.

(8) “Agreement” means an agreement the making or performance of which constitutes or is part of a regulated activity carried on by the individual concerned.

(9) “Rules” means—

(a) in England and Wales, rules made under section 412 of the 1986 Act;

(b) in Scotland, rules made by order by the Treasury, after consultation with the Scottish Ministers, for the purposes of this section; and

Insolvency practitioner’s duty to report to FCA and PRA.

373

(1) If—

(a) a bankruptcy order or sequestration award is in force in relation to an individual ..., and

(b) it appears to the insolvency practitioner that the individual is carrying on, or has carried on—

(i) a regulated activity in contravention of the general prohibition, or

(ii) a credit-related regulated activity in contravention of section 20,

the insolvency practitioner must report the matter without delay to the FCA and, if the regulated activity concerned is a PRA-regulated activity, to the PRA.

(1A) Subsection (1) does not apply where—

(a) the bankruptcy order or sequestration award is in force by virtue of a petition presented by a regulator, and

(b) the regulator's petition depended on a contravention by the individual of the general prohibition.

(2) “Bankruptcy order” means a bankruptcy order under Part IX of the 1986 Act (or Part IX of the 1989 Order).

(3) “Sequestration award” means an award of sequestration under section 22 of the 2016 Act.

(4) “Individual” includes an entity mentioned in section 374(1)(c).

Powers of FCA or PRA to participate in proceedings.

374

(1) This section applies if a person ... presents a petition to the court—

(a) under section 264 of the 1986 Act (or Article 238 of the 1989 Order) for a bankruptcy order to be made against an individual;

(b) under section 2 or 5 of the 2016 Act for the sequestration of the estate of an individual; or

(c) under section 6 of the 2016 Act for the sequestration of the estate belonging to or held for or jointly by the members of an entity mentioned in subsection (1) of that section.

(2) The appropriate regulator is entitled to be heard—

(a) at the hearing of the petition; and

(b) at any other hearing in relation to the individual or entity under—

(i) Part IX of the 1986 Act;

(ii) Part IX of the 1989 Order; or

(iii) the 2016 Act.

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