# The Financial Services and Markets Act 2000 (Regulated Activities) Order 2001, Article 72: Overseas persons

Extent: E+W+S+N.I.

(1) An overseas person does not carry on an activity of the kind specified by article 14 , 25D or 25DA by—
(a) entering into a transaction as principal with or though an authorised person, or an exempt person acting in the course of a business comprising a regulated activity in relation to which he is exempt; or
(b) entering into a transaction as principal with a person in the United Kingdom, if the transaction is the result of a legitimate approach.
(2) An overseas person does not carry on an activity of the kind specified by article 21 , 25D or 25DA by—
(a) entering into a transaction as agent for any person with or through an authorised person or an exempt person acting in the course of a business comprising a regulated activity in relation to which he is exempt; or
(b) entering into a transaction with another party (“X") as agent for any person (“Y"), other than with or through an authorised person or such an exempt person, unless—
(i) either X or Y is in the United Kingdom; and
(ii) the transaction is the result of an approach (other than a legitimate approach) made by or on behalf of, or to, whichever of X or Y is in the United Kingdom.
(3) There are excluded from article 25(1) , 25D or 25DA arrangements made by an overseas person with an authorised person, or an exempt person acting in the course of a business comprising a regulated activity in relation to which he is exempt.
(4) There are excluded from article 25(2) , 25D or 25DA arrangements made by an overseas person with a view to transactions which are, as respects transactions in the United Kingdom, confined to—
(a) transactions entered into by authorised persons as principal or agent; and
(b) transactions entered into by exempt persons, as principal or agent, in the course of business comprising regulated activities in relation to which they are exempt.
(5) There is excluded from articles 53 and 55A the giving of advice or the provision of targeted support by an overseas person as a result of a legitimate approach.
(5A) An overseas person does not carry on an activity of the kind specified by article 25A(1)(a), 25A(2A), 25B(1)(a) , 25C(1)(a) or 25E(1)(a) if each person who may be contemplating entering into the relevant type of agreement in the relevant capacity is non-resident.
(5B) There are excluded from articles 25A(1)(b), 25B(1)(b) , 25C(1)(b) and 25E(1)(b) arrangements made by an overseas person to vary the terms of a qualifying agreement.
(5C) There are excluded from articles 25A(2), 25B(2) , 25C(2) and 25E(2), arrangements made by an overseas person which are made solely with a view to non-resident persons who participate in those arrangements entering, in the relevant capacity, into the relevant type of agreement.
(5D) An overseas person does not carry on an activity of the kind specified in article 61(1), 63B(1) , 63F(1) or 63J(1) by entering into a qualifying agreement.
(5E) An overseas person does not carry on an activity of the kind specified in article 61(2), 63B(2) , 63F(2) or 63J(2) where he administers a qualifying agreement.
(5F) In paragraphs (5A) to (5E)—
(a) “non-resident” means not normally resident in the United Kingdom;
(b) “qualifying agreement” means—
(i) in relation to articles 25A and 61, a regulated mortgage contract where the borrower (or each borrower) is non-resident when he enters into it;
(ii) in relation to articles 25B and 63B, a regulated home reversion plan where the reversion seller (or each reversion seller) is non-resident when he enters into it;
(iii) in relation to articles 25C and 63F, a regulated home purchase plan where the home purchaser (or each home purchaser) is non-resident when he enters into it;
(iv) in relation to articles 25E and 63J, a regulated sale and rent back agreement where the agreement seller (or each agreement seller) is non-resident when the agreement seller enters into it;
(c) “the relevant capacity” means—
(i) in the case of a regulated mortgage contract, as borrower;
(ii) in the case of a regulated home reversion plan, as reversion seller or plan provider;
(iii) in the case of a regulated home purchase plan, as home purchaser;
(iv) in the case of a regulated sale and rent back agreement, as agreement seller or agreement provider;
(d) “the relevant type of agreement” means—
(i) in relation to article 25A, a regulated mortgage contract;
(ii) in relation to article 25B, a regulated home reversion plan;
(iii) in relation to article 25C, a regulated home purchase plan;
(iv) in relation to article 25E, a regulated sale and rent back agreement.
(5G) An overseas person (“P”) does not carry on the activity specified by article 63U by providing an ESG rating to a person who is located in the United Kingdom (“Q”) where P receives no remuneration in respect of the ESG rating from any person.
(5H) In paragraph (5G)—
(a) “ESG rating” and “located in the United Kingdom” have the meanings given in article 63Z7;
(b) the reference to P making the rating available is to be interpreted in accordance with the definition of “making available” in article 63Z7;
(c) “remuneration” means any commission, fee, charge or other payment, including an economic benefit of any kind or any other financial or non-financial advantage or incentive offered or given.
(6) There is excluded from article 64 any agreement made by an overseas person to carry on an activity of the kind specified by article 25(1) or (2), 37 , 39A, 40 or 45 if the agreement is the result of a legitimate approach.
(7) In this article, “legitimate approach" means—
(a) an approach made to the overseas person which has not been solicited by him in any way, or has been solicited by him in a way which does not contravene section 21 of the Act; or
(b) an approach made by or on behalf of the overseas person in a way which does not contravene that section.
(8) Paragraphs (1) to (5) do not apply where the overseas person is an investment firm or qualifying credit institution—
(a) who is providing or performing investment services and activities on a professional basis; and
(b) whose home ... State is the United Kingdom.
(9) Paragraphs (1) to (5) do not apply where the overseas person is providing clearing services as a central counterparty (within the meaning of section 313(1) of the Act).
(9A) Paragraphs (1) to (5) do not apply—
(a) where the overseas person is a central securities depository which provides the services referred to in Article ... 25(2) of the CSD regulation in the United Kingdom (including through a branch in the United Kingdom); ...
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(10) Paragraphs (5A) and (5C) do not apply where the overseas person is a mortgage intermediary whose home ... State is the United Kingdom.
(10A) This article does not apply in the following two cases.
(11) The first case is where the overseas person is—
(a) a third-country firm, as defined by Article 4.1.57 (“definitions”) of the markets in financial instruments directive (“third country firm”);
(b) established in a country subject to an equivalence decision; and
(c) carrying on an activity a third country firm established in that third country may carry on by virtue of the equivalence decision under—
(i) Article 46.1 of the markets in financial instruments regulation (general provisions) if it is registered by ESMA in the register of third country firms established in accordance with Article 48 of that Regulation (register);
(ii) Article 47.3 of the markets in financial instruments regulation (equivalence decision) if it has a branch in an EEA State other than the United Kingdom and is authorised in that State in accordance with Article 39 of the markets in financial instruments directive (establishment of a branch); or
(iii) Article 46.5 of the markets in financial instruments regulation.
(11A) The second case is where the overseas person is—
(a) a third-country firm, as defined by Article 2.1.42 of the markets in financial instruments regulation;
(b) established in a county that is the subject of an equivalence determination; and
(c) carrying on an activity a third country firm established in that third country may carry on, by virtue of the equivalence determination, under—
(i) Article 46.1 of the markets in financial instruments regulation, if it is registered by the FCA in the register of third country firms established in accordance with Article 48 of that regulation, or
(ii) Article 46.5 of that regulation.
(12) For the purposes of paragraphs (11) and (11A)—
(a) “equivalence decision” means a decision adopted by the Commission before IP completion day in relation to a country under Article 47.1 of the markets in financial instruments regulation which has not been withdrawn by a subsequent decision adopted by the Commission before IP completion day under that Article; ...
(b) a country is subject to an equivalence decision if a period of more than three years has elapsed since the adoption of the decision by the Commission, beginning on the day after the date of the adoption of the decision.
(c) “equivalence determination” means a determination made by the Treasury—
(i) in regulations under Article 47.1 of the markets in financial instruments regulation and not revoked; or
(ii) by direction under regulation 2 of the Equivalence Determinations for Financial Services and Miscellaneous Provisions (Amendment etc) (EU Exit) Regulations 2019 and not revoked;
(d) a country is the subject of an equivalence determination if a period of more than three years has elapsed since—
(i) the date on which the equivalence determination came into force, or
(ii) where two or more equivalence determinations have been made in succession in relation to the country concerned, the date on which the first equivalence determination came into force;
(e) for the purposes of sub-paragraph (d), an equivalence determination is not made in succession to an earlier determination if the earlier determination ceased to have effect before the later determination came into force.
(13) This article does not apply to the carrying on of an activity of any of the kinds specified in this article (“the RAO activity”) by an overseas person where—
(a) the overseas person is registered in the register in respect of a description of—
(i) relevant services,
(ii) a category of relevant clients, and
(iii) one or more relevant financial instruments, and
(b) the activity which the overseas person may carry on by virtue of their registration in the register is in substance the same as the RAO activity, taking account of the financial instruments in relation to which, and the clients in relation to whom, the RAO activity may be carried out.
(14) In paragraph (13)—
“register” is the register maintained by the FCA in accordance with regulation 8 of the Financial Services and Markets Act 2023 (Mutual Recognition Agreement) (Switzerland) Regulations 2025 (the “Switzerland Regulations”);
“relevant client” has the same meaning as in Part 4 of the Switzerland Regulations;
“relevant financial instrument” has the same meaning as in Part 4 of the Switzerland Regulations;
“relevant service” has the same meaning as in Part 4 of the Switzerland Regulations.

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Source: https://www.legislation.gov.uk/uksi/2001/544/article/72 (the official version)
Page: https://openlegislation.uk/financial-services-and-markets-act-2000-regulated-activities-order-2001/article-72
Contains public sector information licensed under the Open Government Licence v3.0. Source: legislation.gov.uk, The National Archives.