The Credit Institutions and Investment Firms (Miscellaneous Definitions) (Amendment) Regulations 2026

These Regulations may be cited as the Credit Institutions and Investment Firms (Miscellaneous Definitions) (Amendment) Regulations 2026.

These Regulations come into force on 1st January 2027.

These Regulations extend to England and Wales, Scotland and Northern Ireland.

in subsection (1)(a), for “investment firm” substitute “Part 4A investment firm”;

in subsection (6), omit the definition of “investment firm”.

in paragraph (a), omit “(as defined in section 1161(1) of the Companies Act 2006)”;

in paragraph (b), for “an investment firm” substitute “a Part 4A investment firm”.

Section 144B (terms used in this Part)^f1 is amended as follows.

In subsection (1), for the definition of “CRR firm” substitute—

• ““CRR firm” means a person that satisfies the following conditions—

  1. (a)

     it is an authorised person falling within section 31(1)(a) that is—

     1. (i)

        a credit institution which has permission under Part 4A to carry on the regulated activity of accepting deposits, or

     2. (ii)

        a designated investment firm;

  2. (b)

     its registered office, or if it has no registered office, its head office, is in the United Kingdom;

  3. (c)

     it is not—

     1. (i)

        a credit union (as defined in section 31(1) of the Credit Unions Act 1979^f2 or article 2(2) of the Credit Unions (Northern Ireland) Order 1985 (S.I. 1985/1205) (N.I. 12)), or

     2. (ii)

        a friendly society;”.

After subsection (2) insert—

“(3)

In the definition of “CRR firm” in subsection (1), “accepting deposits” has the meaning given in article 5 of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (S.I. 2001/544).”.

Section 192O (interpretation)^f1 is amended as follows.

Subsection (1) is amended as set out in paragraphs (3) to (6).

For the definition of “consolidated situation” substitute—

• ““consolidated situation” has the meaning given in the glossary of the PRA Rulebook;”.

Omit the definitions of—

In the definition of “institution”, for “an investment firm” substitute “a Part 4A investment firm”.

At the appropriate places insert—

• ““UK parent financial holding company” means a financial holding company which—

  1. (a)

     is incorporated in, or formed under the law of, any part of the United Kingdom, and

  2. (b)

     is not—

     1. (i)

        the subsidiary of a UK authorised person which is a credit institution or a designated investment firm, or

     2. (ii)

        the subsidiary of a financial holding company or of a mixed financial holding company which is incorporated in, or formed under the law of, any part of the United Kingdom;”;

• ““UK parent mixed financial holding company” means a mixed financial holding company which—

  1. (a)

     is incorporated in, or formed under the law of, any part of the United Kingdom, and

  2. (b)

     is not—

     1. (i)

        the subsidiary of a UK authorised person which is a credit institution or a designated investment firm, or

     2. (ii)

        the subsidiary of a financial holding company or of a mixed financial holding company which is incorporated in, or formed under the law of, any part of the United Kingdom.”.

After subsection (1) insert—

“(1A)

For the purposes of the definitions of “UK parent financial holding company” and “UK parent mixed financial holding company” in this section, “UK authorised person” means an authorised person which is incorporated in, or formed under the law of, any part of the United Kingdom.”.

In subsection (2)(a), omit “, within the meaning given in Article 4(1)(30) and 4(1)(32) respectively of the capital requirements regulation”.

in subsection (3)(d)(i), omit “(within the meaning of Article 4(1)(36) of the capital requirements regulation),”;

after subsection (4) insert—

“(5)

In this section, “qualifying holding” means a direct or indirect holding in an undertaking which—

(a)

represents 10% or more of the capital or the voting rights in that undertaking, or

(b)

enables a person to exercise a significant influence over the management of that undertaking.”.

in subsection (6A), for “an investment firm” substitute “a Part 4A investment firm”;

omit subsection (8).

in subsection (6A), for “an investment firm” substitute “a Part 4A investment firm”;

omit subsection (10).

Section 417 (definitions)^f1 is amended as follows.

In subsection (1), at the appropriate places insert—

• ““designated investment firm” means a Part 4A investment firm which is for the time being designated by the PRA under article 3 of the Financial Services and Markets Act 2000 (PRA-regulated Activities) Order 2013 (S.I. 2013/556);”;

• ““financial holding company” means a financial institution that satisfies the following conditions—

  1. (a)

     the financial institution is not a mixed financial holding company,

  2. (b)

     the subsidiaries of the financial institution are mainly or exclusively credit institutions, designated investment firms or financial institutions, and

  3. (c)

     at least one of the subsidiaries is a credit institution or a designated investment firm;”;

• ““financial institution” means an undertaking that satisfies the following conditions—

  1. (a)

     it is—

     1. (i)

        an undertaking, the principal activity of which is to—

        1. (aa)

           acquire holdings in another undertaking, or

        2. (bb)

           carry on one or more of the activities specified in Schedule 19D, or

     2. (ii)

        an asset management company, and

  2. (b)

     it is not—

     1. (i)

        a credit institution,

     2. (ii)

        a designated investment firm,

     3. (iii)

        a pure industrial holding company,

     4. (iv)

        an insurance holding company (as defined in the glossary of the PRA Rulebook), or

     5. (v)

        a mixed-activity insurance holding company (as defined in the Group Supervision Part of the PRA Rulebook);”;

• ““mixed financial holding company” has the meaning given in regulation 1(2) of the Financial Conglomerates and Other Financial Groups Regulations 2004 (S.I. 2004/1862);”;

• ““Part 4A investment firm” means a person who—

  1. (a)

     falls within the definition of “investment firm” in section 424A,

  2. (b)

     has a Part 4A permission to carry on a regulated activity which falls within the definition of “investment services and activities”, and

  3. (c)

     is not a credit institution;”;

• ““PRA Rulebook” means the rulebook published by the PRA containing rules made by that Authority under this Act as the rulebook has effect from time to time;”;

• ““subsidiary” means a subsidiary undertaking within the meaning of section 1162 of, and Schedule 7 to, the Companies Act 2006^f2;”;

• ““undertaking” has the meaning given in the Companies Act 2006 (see section 1161(1) of that Act);”.

Before subsection (2) insert—

“(1B)

For the purpose of the definition of “financial holding company” in this section, subject to subsections (1C) and (1D), a financial institution’s subsidiaries are mainly credit institutions, designated investment firms or financial institutions where one or more of the following applies—

(a)

the financial institution has invested, directly or indirectly, an amount corresponding to more than 50% of its equity capital in holdings of the equity capital of those of its subsidiaries which are credit institutions, designated investment firms or financial institutions;

(b)

the financial institution derives more than 50% of its consolidated assets from those of its subsidiaries which are credit institutions, designated investment firms or financial institutions;

(c)

the financial institution derives more than 50% of its consolidated revenues from those of its subsidiaries which are credit institutions, designated investment firms or financial institutions;

(d)

the PRA has otherwise made a determination that the financial institution’s subsidiaries are mainly credit institutions, designated investment firms or financial institutions.

(1C)

If it considers that it is desirable to advance one or more of its objectives, the PRA may make a determination that a financial institution’s subsidiaries are not mainly credit institutions, designated investment firms or financial institutions regardless of whether any of subsection (1B)(a) to (c) applies.

(1D)

The PRA may amend or revoke a determination made under subsection (1B)(d) or (1C).

(1E)

For the purpose of the definition of “financial institution” in this section, “asset management company” means—

(a)

a person who has a Part 4A permission to carry on the regulated activity of managing a UK UCITS (as specified in article 51ZA of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (S.I. 2001/544)),

(b)

a person who has a Part 4A permission to carry on the regulated activity of managing an AIF (as specified in article 51ZC of that Order),

(c)

a small AIFM within the meaning of regulation 9 of the Alternative Investment Fund Managers Regulations 2013 (S.I. 2013/1773) which is registered under Part 3 of those Regulations,

(d)

a person who would require a permission or registration described in paragraphs (a), (b) or (c) if its registered office were in the United Kingdom, or

(e)

an AIFM (as defined in regulation 4(1) of the Alternative Investment Fund Managers Regulations 2013) (S.I. 2013/1773) which—

(i)

has its registered office in a country or territory outside the United Kingdom, and

(ii)

is regulated and supervised by the authorities of that country or territory.”.

Section 3 (interpretation: other expressions)^f1 of the Banking Act 2009^f2 is amended as follows.

In subsection (1)—

In subsection (4), after “Part” insert “, except in the definitions of “Tier 1 capital” and “Tier 2 capital” in subsection (1),”.

After subsection (4) insert—

“(5)

In the definitions of “Tier 1 capital” and “Tier 2 capital” in subsection (1), a reference to the PRA rulebook is to the rulebook published by the PRA containing rules made by the PRA under the Financial Services and Markets Act 2000 as the rulebook has effect from time to time.”.

Regulation 1 (citation, commencement and interpretation) of the Financial Conglomerates and Other Financial Groups Regulations 2004^f1 is amended as follows.

In paragraph (2)—

After paragraph (2) insert—

“(2A)

For the purposes of the definition of “group” in this regulation, a parent undertaking or a subsidiary of the parent undertaking (“A”) holds a participation in an entity (“B”) if—

(a)

A owns, directly or indirectly, 20% or more of the voting rights or capital of B, or

(b)

A owns, directly or indirectly, voting rights or capital in B for the purpose of maintaining links with B on a long-term basis which contribute to the activities of A.”.

omit the definition of “Annex 1 activities”;

in the definition of “financial holding company”, for “points 2 to 12 and 15 of the Annex I activities”, substitute “Schedule 19D of the Act”.

Article 2 (interpretation) of the Bank Recovery and Resolution (No. 2) Order 2014^f1 is amended as follows.

In paragraph (1)—

After paragraph (1) insert—

“(1A)

For the purpose of the definition of “UK parent institution” in paragraph (1)—

(a)

“ancillary services undertaking” has the meaning given in regulation 1(2) of the Financial Conglomerates and Other Financial Groups Regulations 2004;

(b)

“designated investment firm”, “financial holding company” and “financial institution” have the meanings given in section 417 of FSMA;

(c)

“relevant UK authorised person” means a UK authorised person which is a credit institution or a designated investment firm;

(d)

a financial holding company or a mixed financial holding company is established in the United Kingdom if it is incorporated in, or formed under the law of, any part of the United Kingdom;

(e)

a relevant UK authorised person holds a participation in a credit institution, a designated investment firm, a financial institution or an ancillary services undertaking (“a relevant firm”) if the relevant UK authorised person—

(i)

owns, directly or indirectly, 20% or more of the voting rights in the relevant firm, or

(ii)

owns, directly or indirectly, voting rights or capital in the relevant firm for the purpose of maintaining links with the relevant firm on a long-term basis which contribute to the activities of the relevant UK authorised person.”.

at the appropriate place insert—

• ““excluded arrangement” means a transaction or scheme which—

  1. (i)

     was entered into or established before 1st January 2027,

  2. (ii)

     was not a securitisation within the meaning of this regulation (as it applied immediately before 1st January 2027), and

  3. (iii)

     would not, on and after 1st January 2027, be a securitisation but for the substitution of paragraph (c) of the definition of that term by the Credit Institutions and Investment Firms (Miscellaneous Definitions) (Amendment) Regulations 2026;”;

in the definition of “securitisation”—