Section 137R Financial promotion rulesF1C1
United Kingdom
The FCA may make rules applying to authorised persons about the communication by them, or their approval of the communication by others, of invitations or inducements—
to engage in investment activity, F2or
to engage in claims management activity, or
to participate in a collective investment scheme.
Rules under this section may, in particular, make provision about the form and content of communications.
Subsection (1) applies only to communications which—
if made by a person other than an authorised person, without the approval of an authorised person, would contravene section 21(1), and
may be made by an authorised person without contravening section 238(1).
But subsection (3) does not prevent the FCA from making rules under subsection (1) in relation to a communication that would not contravene section 21(1) if made by a person other than an authorised person, without the approval of an authorised person, if the conditions set out in subsection (5) are satisfied.
Those conditions are—
that the communication would not contravene subsection (1) of section 21 because it is a communication to which that subsection does not apply as a result of an order under subsection (5) of that section,
that the FCA considers that any of the F4listed requirements, apply to the communication, and
that the FCA considers that the rules are necessary to secure that the communication satisfies such of the F5listed requirements as the FCA considers apply to the communication.
In subsection (5) “the listed requirements” means—
requirements under the law of any part of the United Kingdom that appear to the FCA to correspond to requirements of—
Articles 24 (general principles and information to clients) and 25 (assessment of suitability and appropriateness and reporting to clients) of the markets in financial instruments directive,
Commission Delegated Directive (EU) 2017/593 of 7 April 2016, so far as adopted under those Articles,
Article 77 of the UCITS directive,
Articles 10 and 11 of the mortgages directive,
Article 17 of the insurance distribution directive, or
Article 44a of the recovery and resolution directive (as defined in paragraph (c)), and
requirements of any F7assimilated direct legislation originally made under Article 24(13) or 25(8) of the markets in financial instruments directive.
In paragraph (a)(vi), “recovery and resolution directive” means Directive 2014/59/EU of the European Parliament and of the Council of 15 May 2014 establishing a framework for the recovery and resolution of credit institutions and investment firms, as it had effect immediately before IP completion day.
“Engage in investment activity” F8has and “engage in claims management activity” have the same meaning as in section 21.
The Treasury may by order impose limitations on the power to make rules under this section.
Annotations
Textual amendments
- F1
Pt. 9A substituted for ss. 138-164 (24.1.2013 for specified purposes, 1.4.2013 in so far as not already in force) by Financial Services Act 2012 (c. 21), ss. 24(1), 122(3) (with Sch. 20); S.I. 2013/113, art. 2(1)(c), Sch. Pt. 3; S.I. 2013/423, art. 3, Sch.
- F2
Word in s. 137R(1)(a) omitted (E.W.S.) (6.10.2018) by virtue of Financial Guidance and Claims Act 2018 (c. 10), ss. 27(5)(a), 37(5); S.I. 2018/1045, reg. 2(a)
- F3
S. 137R(1)(aa) inserted (E.W.S.) (6.10.2018) by Financial Guidance and Claims Act 2018 (c. 10), ss. 27(5)(a), 37(5); S.I. 2018/1045, reg. 2(a)
- F4
Words in s. 137R(5)(b) substituted (31.12.2020) by The Financial Services and Markets Act 2000 (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/632), regs. 1(3), 38(2) (as amended by S.I. 2020/1350, regs. 1(2), 79(2)(a)); 2020 c. 1, Sch. 5 para. 1(1)
- F5
Words in s. 137R(5)(c) substituted (31.12.2020) by The Financial Services and Markets Act 2000 (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/632), regs. 1(3), 38(3); 2020 c. 1, Sch. 5 para. 1(1)
- F6
S. 137R(5A) inserted (31.12.2020) by The Financial Services and Markets Act 2000 (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/632), regs. 1(3), 38(4) (as amended by S.I. 2020/1350, regs. 1(2), 79(2)(b)(i)(ii)); 2020 c. 1, Sch. 5 para. 1(1)
- F7
Words in s. 137R(5A)(b) substituted (1.1.2024) by The Retained EU Law (Revocation and Reform) Act 2023 (Consequential Amendment) Regulations 2023 (S.I. 2023/1424), reg. 1(2), Sch. para. 44(4)(g)
- F8
Words in s. 137R(6) substituted (E.W.S.) (6.10.2018) by Financial Guidance and Claims Act 2018 (c. 10), ss. 27(5)(b), 37(5); S.I. 2018/1045, reg. 2(a)
Modifications
- C1
S. 137R applied (with modifications) (8.6.2023 for specified purposes, 7.10.2023 in so far as not already in force) by The Financial Services and Markets Act 2000 (Financial Promotion) (Amendment) Order 2023 (S.I. 2023/612), art. 1(2), Sch. para. 8 (with art. 11)
Notes on Part 9A
Modifications
- C1
Pt. 9A applied (with modifications) (31.12.2020) by The Transparency of Securities Financing Transactions and of Reuse (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/542), regs. 1, 35 (as amended by S.I. 2020/1385, regs. 1(4), 56(7)) (with savings in S.I. 2019/680, reg. 11); 2020 c. 1, Sch. 5 para. 1(1)
- C2
Pt. 9A applied (31.12.2020) by The Solvency 2 and Insurance (Amendment, etc.) (EU Exit) Regulations 2019 (S.I. 2019/407), regs. 1(2), 4, Sch. 3 (as amended by S.I. 2020/1301, regs. 1, 3, Sch. para. 27(a) and S.I. 2020/1385, regs. 1(2), 54(2))
- C3
Pt. 9A applied (with modifications) (31.12.2020) by The Over the Counter Derivatives, Central Counterparties and Trade Repositories (Amendment, etc., and Transitional Provision) (EU Exit) Regulations 2019 (S.I. 2019/335), regs. 1(1), 74 (as amended by S.I. 2020/1385, regs. 1(4), 52(7)) (with savings in S.I. 2019/680, reg. 11); 2020 c. 1, Sch. 5 para. 1(1)
- C4
Pt. 9A applied (1.7.2021) by Regulation (EU) No. 600/2014, Art. 49A(12) (as inserted by Financial Services Act 2021 (c. 22), s. 49(5), Sch. 10 para. 9; S.I. 2021/739, reg. 3(o))
Notes on Chapter 1
Modifications
- C1
Pt. 9A applied (1.7.2021) by Regulation (EU) No. 600/2014, Art. 49A(12) (as inserted by Financial Services Act 2021 (c. 22), s. 49(5), Sch. 10 para. 9; S.I. 2021/739, reg. 3(o))