Financial Services Regulation

For founders and management teams establishing a financial services business, and existing businesses moving into regulated activities.

We help define the proposed activities and prepare an application that is specific to the business, rather than relying on a generic compliance pack. The agreed work may include:

Financial forecasts and capital evidence need to support the same business model as the written application. We coordinate the legal work with the client's finance team, accountant and compliance specialists; we do not present legal review as financial certification.

Before a launch, investment or material change, the first question is what the business will actually do. We examine the services offered, contractual roles, customer types, money and asset flows, remuneration and routes to market.

The work can include a written activities-and-permissions analysis, advice on the limits of a proposed exclusion or exemption, and an assessment of the legal implications of changing the model. A description such as “technology platform”, “introducer” or “consultant” is not a substitute for examining the underlying activity.

For an overseas business considering UK customers or operations, we identify the UK questions and coordinate any necessary foreign-law advice. The scope of each jurisdiction is agreed expressly.

An existing authorisation may not cover the next stage of a firm's plans. We advise on changes involving new activities, products, customer categories or limitations, and on the supporting application and documentation where a variation is appropriate.

We assess the proposed change against the firm's existing permissions and contractual arrangements, identify associated governance and policy updates, and coordinate regulatory questions with the launch timetable. A variation under one regime should not be assumed to apply to another; payment and electronic-money businesses, for example, require their own route assessment.

For buyers, sellers and investors in regulated businesses, regulatory work needs to be integrated into the transaction from the outset.

The regulatory timetable belongs in the same completion plan as the price, conditions and transfer of control. The applicable requirements depend on the business and transaction.

We assess whether the proposed ownership or control change requires notification or approval and support the relevant change-in-control process, including section 178 work where applicable. This may involve ownership and controller charts, transaction background, supporting corporate information, funding evidence and the proposed business strategy.

Alongside the application work, we address the acquisition agreement's regulatory conditions, information obligations, cooperation provisions, long-stop date and completion mechanics. This brings the regulatory process and corporate documentation into one coordinated timetable without treating approval as assured.

We advise on the legal documentation supporting management accountability: role allocation, statements of responsibilities where required, board and committee terms, delegated authority and escalation arrangements.

The scope can include support with relevant senior-management or approved-person applications and changes, review of governance documentation following a transaction, and preparation for regulatory questions about responsibility and oversight. The applicable regime and current requirements are assessed for the particular firm. Management remains responsible for its decisions and the accuracy of its submissions.

For a proposed principal, appointed representative or business reconsidering its existing arrangement, we examine the permitted scope of activity and the division of responsibilities.

Work can cover due-diligence questions, the appointed-representative agreement, restrictions on activities, reporting and oversight provisions, customer and marketing arrangements, and the contractual steps for onboarding, changing or ending the relationship.

Our role is legal advisory. We do not offer regulatory hosting or act as an umbrella principal through this service.

For investment-related businesses and fund sponsors, we help connect the proposed structure with the manager's regulatory position and the agreements between the relevant parties.

Depending on the mandate, this can include manager-permission analysis, assessment of the relevant AIFM route, review of management, advisory or distribution agreements, and coordination of investor-facing documents with the wider launch process. Corporate formation, financing, tax, fund domicile and overseas marketing issues are allocated to the appropriate advisers and jurisdictions.

This is legal structuring and documentation support, not investment advice, fundraising placement or discretionary management. Fund size alone does not determine the correct structure or regulatory route.

Explore the corporate-structuring example

We review the legal and regulatory issues in proposed marketing communications, investor materials, website copy and customer-facing agreements. The work can address the intended audience, distribution method, relevant restrictions, risk information and the process for review and sign-off.

We also help align terms of business, referral and distribution agreements with the activities the business is permitted to undertake. Legal review is distinct from statutory approval of a financial promotion for section 21 purposes; this service does not offer that approval.

We draft and review legal aspects of governance and compliance documentation, including conflicts, complaints, customer communications and financial-crime controls relevant to the mandate. Where Consumer Duty applies, the work can address contractual and governance responsibilities and the documentation supporting the firm's approach.

For outsourcing and technology arrangements, we examine responsibilities, information and audit rights, subcontracting, business continuity, termination and exit assistance. Technical implementation and day-to-day operation remain with the business and its relevant specialists.

We also advise on routine FCA information requests, supervisory correspondence and documented remediation, and on legal steps supporting a planned withdrawal from activities or cancellation of permissions. Investigations defence, contentious enforcement, litigation and court representation are outside this practice.

The deliverables depend on the instruction. A defined mandate may produce:

The purpose is to give management a clear basis for decisions and a coherent set of documents—not merely a completed checklist.

1. Define the business and the decision. We establish the activities, existing permissions, ownership, proposed changes and commercial timing.

2. Agree the regulatory route and scope. We identify the legal questions, required specialist input, information owners and stages of work.

3. Prepare and challenge the documents. We test whether the narrative, governance, contracts and supporting evidence are consistent.

4. Support the process. We assist with agreed submissions and responses, maintaining a record of questions and decisions.

5. Address implementation. We identify conditions, follow-up actions and any further legal work needed before the business proceeds.

We can assess the existing pack, correspondence and unresolved questions, then agree whether a targeted review or a wider drafting mandate is appropriate. We do not assume that every application needs to be restarted.

Yes. We agree the division of work at the outset, including responsibility for financial evidence, operational controls, management information and legal documents. One adviser should not silently duplicate another's mandate.

The timetable depends on the relevant process, readiness of the application, complexity of the business and the regulator's assessment. We can plan the work within our control; we cannot guarantee an FCA decision or completion date. Submitting an application is not permission to begin regulated activities.

Yes. Instructions can focus on a perimeter question, governance documents, an application review, transaction-related regulatory work or a specific response. We make the limits and dependencies explicit.

A new applicant needs a coherent route from business plan to regulatory submission. An established firm needs advice that fits its existing permissions and operating model. A transaction team needs ownership, funding and completion terms to work together. We tailor the instruction to that decision rather than offering the same document pack to every client.

Muklesur Bharuya has written in FT Adviser about the use of AI in financial advice. Read his July 2024 contribution.