The Risk Transformation Regulations 2017

Requirements for registration

21.—(1) The FCA must register a protected cell company where all of the following conditions are satisfied—

(a) the application for registration satisfies the requirements of regulation 14;

(b) the registered office of the protected cell company is situated in the United Kingdom;

(c) the name of the protected cell company is not prohibited by regulation 17;

(d) the protected cell company’s instrument of incorporation satisfies the requirements of regulation 19;

(e) the protected cell company will have at least one director;

(f) there is at least one person who will, on registration, hold voting shares in the core of the protected cell company;

(g) the PRA has notified the FCA that the PRA will, if the FCA registers the proposed protected cell company, give the protected cell company permission under section 55F of FSMA to carry out the regulated activity referred to in Article 13A of the Regulated Activities Order; and

(h) if a warning notice has been served by a regulator on the applicant under paragraph (a), (b) or (e) of section 55X(1) of FSMA, then one of the following conditions is satisfied—

(i) the applicant has consented to the proposed action to which the warning notice relates;

(ii) where the regulator is the FCA, the FCA has decided not to exercise the power referred to in paragraph (e) of section 55X(1) of FSMA; or

(iii) in any other case, the regulator has served a final notice on the applicant which relates to—

(aa) the proposed action to which the warning notice relates; or

(bb) action which the regulator has decided to take instead of, or in addition to, that proposed action.

(2) For the purposes of determining whether the protected cell company’s instrument of incorporation satisfies the requirements of regulation 19, the FCA may rely on a statement signed by the solicitor or counsel for the applicant confirming that the instrument of incorporation satisfies the requirements of regulation 19.