Regulation 37 Substitution of Schedule 6B (changes in control of registered cryptoasset businesses)

For Schedule 6B^f1 substitute—

“Schedule 6B

Changes in Control of Registered Cryptoasset Businesses

Regulation 60B

Modifications: Control over registered cryptoasset businesses registered before 25th October 2027

1

Part 12 of FSMA (control over authorised persons) applies, with the modifications specified in paragraph 2, to a registered cryptoasset business that is included in the register before 25th October 2027 and to which Part 12 of FSMA would not otherwise apply.

2

The modifications specified in this paragraph are—

(a)

references to a “UK authorised person” are to be read as references to a registered cryptoasset business;

(b)

references to “appropriate regulator” and “each regulator” are to be read as references to the FCA;

(c)

section 178 (obligation to notify the appropriate regulator: acquisitions of control)^f2 is to be read as if subsections (2ZA) and (2A) were omitted;

(d)

section 181 (acquiring control)^f3 is to be read as if it said—

“Acquiring control

181

(1)

For the purposes of this Part, a person (“A”) acquires control over a registered cryptoasset business (“B”) if, should the acquisition proceed—

(a)

A would become a beneficial owner within the meaning of regulation 5 or 6 of the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 of—

(i)

B; or

(ii)

a parent undertaking of B (“P”); or

(b)

if paragraph (a) does not apply A would—

(i)

hold 10% or more of the shares in B or P;

(ii)

hold 10% or more of the voting power in B or P; or

(iii)

otherwise hold shares or voting power in B or P as a result of which A is able to exercise significant influence over the management of B.”;

(e)

section 182 (increasing control)^f4 is to be read as if it said—

“Increasing control

182

(1)

For the purposes of this Part, a person (“A”) increases control over a registered cryptoasset business (“B”) if, should the increase in control proceed—

(a)

A would become a beneficial owner within the meaning given by regulation 5 or 6 of the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 of—

(i)

B; or

(ii)

a parent undertaking of B (“P”); or

(b)

if paragraph (a) does not apply—

(i)

the percentage of shares which A holds in B or P would increase by any of the steps mentioned in subsection (2);

(ii)

the percentage of voting power A holds in B or P would increase by any of the steps mentioned in subsection (2); or

(iii)

A becomes a parent undertaking of B.

(2)

The steps are—

(a)

from less than 20% to 20% or more;

(b)

from less than 30% to 30% or more;

(c)

from less than 50% to 50% or more.”;

(f)

section 183 (reducing or ceasing to have control)^f5 is to be read as if it said—

“Reducing or ceasing to have control

183

(1)

For the purposes of this Part, a person (“A”) reduces control over a registered cryptoasset business (“B”) if, should the decrease in control proceed—

(a)

A would cease to be a beneficial owner within the meaning given by regulation 5 or 6 of the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 of—

(i)

B; or

(ii)

a parent undertaking of B (“P”); or

(b)

if paragraph (a) does not apply—

(i)

the percentage of shares which A holds in B or P would decrease by any of the steps mentioned in subsection (2);

(ii)

the percentage of voting power A holds in B or P would decrease by any of the steps mentioned in subsection (2); or

(iii)

A ceases to be a parent undertaking of B.

(2)

The steps are—

(a)

from 50% or more to less than 50%;

(b)

from 30% or more to less than 30%;

(c)

from 20% or more to less than 20%.

(3)

For the purposes of this Part, A ceases to have control over B if—

(a)

A ceases to be a beneficial owner within the meaning given by regulation 5 or 6 of the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 of B or P; or

(b)

if paragraph (a) does not apply, A ceases to be in the position of holding—

(i)

10% or more of the shares in B;

(ii)

10% or more of the voting power in B or P; or

(iii)

shares or voting power in B or P as a result of which A is able to exercise significant influence over the management of B.”;

(g)

section 184 (disregarded holdings)^f6 is to be read as if subsections (4) to (10) were omitted;

(h)

section 185 (assessment: general)^f7 is to be read as if—

(i)

in subsection (2)(a), “and the financial soundness of the acquisition” were omitted;

(ii)

in subsection (3)(a), in relation to a section 178 notice-giver who falls within section 181(a) or 182(1)(a), for “matters” there were substituted “matter”;

(i)

section 186 (assessment criteria)^f8 is to be read in relation to a section 178 notice-giver who falls within section 181(a) or 182(1)(a) as if it said—

“Assessment criterion

186

The matter specified in section 185(3)(a) is whether the section 178 notice-giver is a fit and proper person within the meaning of regulation 58A of the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (fit and proper test: cryptoasset businesses).”;

(j)

section 187 (approval with conditions)^f9 is to be read as if subsection (2)(b) were omitted;

(k)

section 187A (assessment: consultation by PRA with FCA)^f10 is to be disregarded;

(l)

section 187B (assessment: consultation by FCA with PRA) is to be disregarded;

(m)

section 187C (variation etc of conditions) is to be disregarded;

(n)

section 189 (assessment: procedure)^f11 is to be read as if—

(i)

subsections (1A), (1ZB) and (1B) were omitted;

(ii)

in subsection (6), “Unless section 190A applies” were omitted;

(o)

section 190 (requests for further information)^f12 is to be read as if subsections (1A) and (4)(b) were omitted;

(p)

section 190A (assessment and resolution)^f13 is to be disregarded;

(q)

section 191A (objection by the appropriate regulator)^f14 is to be read as if—

(i)

in subsection (2)(c), for “matters in” there were substituted “matter specified in”;

(ii)

subsection (4A) were omitted;

(r)

section 191B (restriction notices)^f15 is to be read as if—

(i)

in subsection (2)(a), after “voting power” there were inserted “or otherwise being a beneficial owner (within the meaning of regulations 5 or 6 of the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017) of the registered cryptoasset business (“B”) or a parent undertaking of B”;

(ii)

in subsection (2)(b), “in relation to the shares or voting power,” were omitted;

(iii)

subsection (2A) were omitted;

(iv)

after subsection (3) there were inserted—

“(3ZA)

In a restriction notice, the FCA may direct that, in respect of a beneficial owner of B or P, until further notice, no influence over the management or activities of B is to be exercisable by the beneficial owner.”;

(v)

subsection (3A) were omitted;

(vi)

in subsection (6)(b), after “held in” there were inserted “, or beneficial ownership of,”;

(s)

section 191C (orders for sale of shares)^f16 is to be read as if—

(i)

subsections (2A), (7) and (8) were omitted;

(ii)

in subsection (2B) for “Where the appropriate regulator is the FCA, it” there were substituted “The FCA”;

(t)

section 191D (obligation to notify the appropriate regulator: dispositions of control)^f17 is to be read as if subsection (1A) were omitted;

(u)

section 191F (offences under this Part)^f18 is to be read as if—

(i)

in subsection (2), “or section 190A applies” were omitted;

(ii)

subsection (4A) were omitted;

(iii)

for subsections (8) and (9) there were substituted—

“(8)

A person guilty of an offence under subsection (1) to (3) or (5) to (7) is liable—

(a)

on summary conviction—

(i)

in England and Wales, to a fine;

(ii)

in Scotland or Northern Ireland, to a fine not exceeding the statutory minimum;

(b)

on conviction on indictment, to a fine.

(9)

A person guilty of an offence under subsection (4) is liable—

(a)

on summary conviction—

(i)

in England and Wales, to a fine;

(ii)

in Scotland and Northern Ireland, to a fine not exceeding the statutory minimum;

(b)

on conviction on indictment, to imprisonment for a term not exceeding two years or a fine, or both.”;

(iv)

after subsection (9) there were inserted—

“(10)

A person is not guilty of an offence under this section if that person took all reasonable steps and exercised all due diligence to avoid committing the offence.”;

(v)

section 191G (interpretation)^f19 is to be read—

(i)

as if the definitions of “the appropriate regulator”, “qualifying credit institution” and “UK authorised person” were omitted;

(ii)

at the appropriate places there were inserted—

• ““registered cryptoasset business” means a cryptoasset exchange provider or a custodian wallet provider which is included in the register maintained by the FCA under regulation 54(1A) of the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017.”.

Modifications: Control over registered cryptoasset businesses registered on and after 25 October 2027

3

Part 12 of FSMA (control over authorised persons) applies, with the modifications specified in paragraph 4, to a registered cryptoasset business that is included in the register on or after 25th October 2027 and to which Part 12 of FSMA would not otherwise apply.

4

The modifications specified in this paragraph are—

(a)

references to a “UK authorised person” are to be read as references to a registered cryptoasset business;

(b)

references to “appropriate regulator” and “each regulator” are to be read as references to the FCA;

(c)

section 178 (obligation to notify the appropriate regulator: acquisitions of control) is to be read as if subsections (2ZA) and (2A) were omitted;

(d)

section 184 (disregarded holdings) is to be read as if subsections (4) to (10) were omitted;

(e)

section 185 (assessment: general) is to be read as if in subsection (2)(a), “and the financial soundness of the acquisition” were omitted;

(f)

section 187 (approval with conditions) is to be read as if subsection (2)(b) were omitted;

(g)

section 187A (assessment: consultation by PRA with FCA) is to be disregarded;

(h)

section 187B (assessment: consultation by FCA with PRA) is to be disregarded;

(i)

section 187C (variation etc of conditions) is to be disregarded;

(j)

section 189 (assessment: procedure) is to be read as if—

(i)

subsections (1A), (1ZB) and (1B) were omitted;

(ii)

in subsection (6), “Unless section 190A applies” were omitted;

(k)

section 190 (requests for further information) is to be read as if subsections (1A) and (4)(b) were omitted;

(l)

section 190A (assessment and resolution) is to be disregarded;

(m)

section 191A (objection by the appropriate regulator) is to be read as if—

(i)

in subsection (2)(c), for “matters in” there were substituted “matter specified in”;

(ii)

subsection (4A) were omitted.

(n)

section 191B (restriction notices) is to be read as if subsection (2A) were omitted;

(o)

section 191C (orders for sale of shares) is to be read as if—

(i)

subsections (2A), (7) and (8) were omitted;

(ii)

for “Where the appropriate regulator is the FCA, it” there were substituted “the FCA”;

(p)

section 191D (obligation to notify the appropriate regulator: dispositions of control) is to be read as if subsection (1A) were omitted;

(q)

section 191F (offences under this Part) is to be read as if—

(i)

in subsection (2), “or section 190A applies” were omitted;

(ii)

subsection (4A) were omitted;

(iii)

for subsections (8) and (9) there were substituted—

“(8)

A person guilty of an offence under subsection (1) to (3) or (5) to (7) is liable—

(a)

on summary conviction—

(i)

in England and Wales, to a fine;

(ii)

in Scotland and Northern Ireland, to a fine not exceeding the statutory minimum;

(b)

on conviction on indictment, to a fine.

(9)

A person guilty of an offence under subsection (4) is liable—

(a)

on summary conviction—

(i)

in England and Wales, to a fine;

(ii)

in Scotland or Northern Ireland, to a fine not exceeding the statutory maximum;

(b)

on conviction on indictment, to imprisonment for a term not exceeding two years or a fine, or both.”;

(iv)

after subsection (9) there were inserted—

“(10)

A person is not guilty of an offence under this section if that person took all reasonable steps and exercised all due diligence to avoid committing the offence.”

(r)

section 191G (interpretation) is to be read as if—

(i)

the definitions of “the appropriate regulator”, “qualifying credit institution” and “UK authorised person” were omitted;

(ii)

at the appropriate place there were inserted—

• ““registered cryptoasset business” means a cryptoasset exchange provider or a custodian wallet provider which is included in the register maintained by the FCA under regulation 54(1A) of the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017.”.

Interpretation

5

In this Schedule—

• “cryptoasset business” means a cryptoasset exchange provider or a custodian wallet provider;

• “cryptoasset exchange provider” has the meaning given by regulation 14A(1)^f20;

• “custodian wallet provider” has the meaning given by regulation 14A(2);

• “registered cryptoasset business” means a cryptoasset exchange provider which is included in the register maintained by the FCA under regulation 54(1A)^f21”.