In this Act—

• F60“AIF” has the meaning given in regulation 3 of the Alternative Investment Fund Managers Regulations 2013;

• “appointed representative” has the meaning given in section 39(2 );

• “auditors and actuaries rules” means rules made under section 340;

• “authorisation offence” has the meaning given in section 23(2);

• “authorised open-ended investment company” has the meaning given in section 237(3);

• “authorised person” has the meaning given in section 31(2);

• F97“Bank of England” is to be read in accordance with section 2A(4) to (6);

• F40...

• “body corporate” includes a body corporate constituted under the law of a country or territory outside the United Kingdom;

• F63“capital requirements directive” means Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC.

• F63“capital requirements regulation” means Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012.

• F98“central securities depository” has the meaning given by point (1) of Article 2(1) of the CSD regulation;

• “chief executive”—

  1. a

     in relation to a body corporate whose principal place of business is within the United Kingdom, means an employee of that body who, alone or jointly with one or more others, is responsible under the immediate authority of the directors, for the conduct of the whole of the business of that body; and

  2. b

     in relation to a body corporate whose principal place of business is outside the United Kingdom, means the person who, alone or jointly with one or more others, is responsible for the conduct of its business within the United Kingdom;

• F1 “claim”, in relation to the Financial Services Compensation Scheme under Part XV, is to be construed in accordance with section 214(1B);

• “collective investment scheme” has the meaning given in section 235;

• “the Commission” means the European Commission F74...;

• “the compensation scheme” has the meaning given in section 213(2);

• “control of information rules” has the meaning given in F41section 137P;

• F72“core activities” has the meaning given in section 142B;

• F72“core services” has the meaning given in section 142C;

• F42“credit-related regulated activity” has the meaning given in section 23(1B);

• F85“the CSD regulation” means Regulation (EU) No 909/2014 of the European Parliament and of the Council of 23 July 2014 on improving securities settlement in the European Union and on central securities depositories;

• F108“the data protection legislation” has the same meaning as in the Data Protection Act 2018 (see section 3 of that Act);

• “director”, in relation to a body corporate, includes—

  1. a

     a person occupying in relation to it the position of a director (by whatever name called); and

  2. b

     a person in accordance with whose directions or instructions (not being advice given in a professional capacity) the directors of that body are accustomed to act;

• “documents” includes information recorded in any form and, in relation to information recorded otherwise than in legible form, references to its production include references to producing a copy of the information in legible form F2 , or in a form from which it can readily be produced in visible and legible form;

• F27 “EBA” means the European Banking Authority established by Regulation ( EU ) No. 1093/2010 of the European Parliament and of the Council of 24 November 2010 establishing a European Supervisory Authority (European Banking Authority);

• F112“EIOPA” means the European Insurance and Occupational Pensions Authority established by Regulation (EU) No 1094/2010 of the European Parliament and of the Council of 24 November 2010 establishing a European Supervisory Authority (European Insurance and Occupational Pensions Authority);

• F3 “electronic commerce directive” means Directive 2000/31/ EC of the European Parliament and the Council of 8 June 2000 on certain legal aspects of information society services, in particular electronic commerce, in the Internal Market (Directive on electronic commerce);

• F28 “ESMA” means the European Securities and Markets Authority established by Regulation ( EU ) No. 1095/2010 of the European Parliament and of the Council of 24 November 2010 establishing a European Supervisory Authority (European Securities and Markets Authority);

• F105“the EU Benchmarks Regulation 2016” means Regulation EU 2016/1011 of the European Parliament and of the Council of 8 June 2016 on indices used as benchmarks in financial instruments and financial contracts or to measure the performance of investment funds and amending Directives 2008/48/EC and 2014/17/EU and Regulation (EU) No 596/2014;

• F73“excluded activities” has the meaning given in section 142D;

• “exempt person”, in relation to a regulated activity, means a person who is exempt from the general prohibition in relation to that activity as a result of an exemption order made under section 38(1) or as a result of section 39(1) or F99F39... 285;

• F36“the FCA” means the Financial Conduct Authority;

• “financial promotion rules” means rules made under F43section 137R;

• “friendly society” means an incorporated or registered friendly society;

• F60“full-scope UKAIFM” has the meaning given in regulation 2(1) of the Alternative Investment Fund Managers Regulations 2013;

• “general prohibition” has the meaning given in section 19(2);

• F44“general rules”—

  1. a

     in relation to the FCA, has the meaning given in section 137A(2), and

  2. b

     in relation to the PRA, has the meaning given in section 137G(2);

• “incorporated friendly society” means a society incorporated under the M1 Friendly Societies Act 1992;

• F83...

• F4 “information society service” means an information society service within the meaning of Article 2(a) of the electronic commerce directive;

• F86“insurance undertaking” has the meaning given in Article 13(1) of the Solvency 2 Directive;

• F101“investment services and activities” has the meaning given by Article 4.1.2 (definitions) of the markets in financial instruments directive, read with Articles 5 to 8 of the Commission Delegated Regulation (EU) 2017/565 on Directive 2014/65/EU of the European Parliament and of the Council as regarding organisational requirements and operational conditions for investment firms and defined terms for the purposes of that Directive;

• F94...

• F95“market abuse regulation” means Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC;

• F102“markets in financial instruments regulation” means Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2004 on markets in financial instruments;

• F86“minimum capital requirement” means—

  1. a

     in relation to an insurance undertaking or reinsurance undertaking, requirements imposed by or under this Act in pursuance of Section 5 of Chapter 6 of Title 1 of the Solvency 2 Directive;

  2. b

     in relation to a third-country insurance undertaking, requirements imposed by or under this Act in pursuance of those provisions and Article 166 of the Solvency 2 Directive.

• “Minister of the Crown” has the same meaning as in the Ministers of the Crown Act 1975;

• F109“MMF Regulation” means Regulation (EU) 2017/1131 of the European Parliament and of the Council of 14 June 2017 on money market funds;

• F89“mortgage creditor” means a creditor as defined in Article 4(2) of the mortgages directive;

• F89“mortgage intermediary” means a credit intermediary as defined in Article 4(5) of the mortgages directive or a person providing advisory services as defined in Article 4(21) of the mortgages directive;

• F45...

• F46...

• “the ombudsman scheme” has the meaning given in section 225(3);

• “open-ended investment company” has the meaning given in section 236;

• F47“Part 4A permission” has the meaning given in section 55A(5);

• “partnership” includes a partnership constituted under the law of a country or territory outside the United Kingdom;

• F37“the PRA” means the Prudential Regulation Authority;

• “PRA-authorised person” has the meaning given in section 2B(5);

• “PRA-regulated activity” has the meaning given in section 22A;

• “prescribed” (where not otherwise defined) means prescribed in regulations made by the Treasury;

• “price stabilising rules” means rules made under F48 section 137Q;

• F49“principal” in relation to an appointed representative, is to be read in accordance with section 39;

• “private company” has F5 the same meaning as in the Companies Acts (see section 4 of the Companies Act 2006);

• “prohibition order” has the meaning given in section 56(2);

• F100“recognised CSD”, “recognised clearing house” and “recognised investment exchange” have the meaning given in section 285;

• “registered friendly society” means a society which is—

  1. a

     a friendly society within the meaning of section 7(1)(a) of the M2 Friendly Societies Act 1974; and

  2. b

     registered within the meaning of that Act;

• F84“registered society” (except where otherwise indicated) means—

  1. (a)

     a registered society within the meaning of the Co-operative and Community Benefit Societies Act 2014, or

  2. (b)

     a society registered or deemed to be registered under the Industrial and Provident Societies Act (Northern Ireland) 1969;

• “regulated activity” has the meaning given in section 22;

• F115“regulated claims management activity” means activity of a kind specified in an order under section 22(1B) (regulated activities: claims management services);

• “regulating provisions” has the meaning given in F50section 140A;

• F38“regulator” has the meaning given in section 3A(2);

• F86“reinsurance undertaking” has the meaning given in Article 13(4) of the Solvency 2 Directive;

• F91“ring-fencing rules” has the meaning given in section 142H;

• F91“ring-fenced body” has the meaning given in section 142A;

• F51...

• F51...

• F52“rule” means a rule made by the FCA or the PRA under this Act;

• “rule-making instrument” has the meaning given in F53section 138G;

• “the scheme manager” has the meaning given in section 212(1);

• “the scheme operator” has the meaning given in section 225(2);

• “scheme particulars rules” has the meaning given in section 248(1);

• “Seventh Company Law Directive” means the European Council Seventh Company Law Directive of 13 June 1983 on consolidated accounts ( No. 83/349/ EEC);

• F96“SFT regulation” means Regulation (EU) 2015/2365 of the European Parliament and of the Council of 25 November 2015 on transparency of securities financing transactions and of reuse and amending Regulation (EU) No 648/2012;

• F33“short selling regulation” means Regulation (EU) No 236/2012 of the European Parliament and of the Council of 14 March 2012 on short selling and certain aspects of credit default swaps;

• F86“solvency capital requirement” means—

  1. a

     in relation to an insurance undertaking or reinsurance undertaking, requirements imposed by or under this Act in pursuance of Section 4 of Chapter 6 of Title 1 of the Solvency 2 Directive;

  2. b

     in relation to a third-country insurance undertaking, requirements imposed by or under this Act in pursuance of those provisions and Article 166 of the Solvency 2 Directive.

• F6 “Takeovers Directive” means Directive 2004/25/ EC of the European Parliament and of the Council;

• F86“third-country insurance undertaking” means an undertaking that has received authorisation under Article 162 of the Solvency 2 Directive from the PRA or the FCA;

• F54“threshold conditions”, in relation to a regulated activity, has the meaning given in section 55B(1);

• F89“tied mortgage intermediary” means a tied credit intermediary as defined in Article 4(7) of the mortgages directive;

• “the Treaty” means F32 the Treaty on the Functioning of the European Union;

• F7 “the Tribunal” means the Upper Tribunal;

• “trust scheme rules” has the meaning given in section 247(1);

• F109“UCITS” has the meaning given in Article 1.2 of the UCITS directive;

• “UK authorised person” has the meaning given in F55section 191G(1);

• F8 “the UK financial system” has the meaning given in F56section 1I; and

• “unit trust scheme” has the meaning given in section 237.

In the application of this Act to Scotland, references to a matter being actionable at the suit of a person are to be read as references to the matter being actionable at the instance of that person.

For the purposes of any provision of this Act F9(other than a provision of Part 6) authorising or requiring a person to do anything within a specified number of days no account is to be taken of any day which is a public holiday in any part of the United Kingdom.

For the purposes of subsections (2) to F80F78(5AA)F80(5B) it is irrelevant where the person with whom the activity is carried on is situated.

For the purposes of subsection (2)(b) and (c), the emission allowance auctioning regulation is a single market directive.

In this section “marketing”, in relation to an AIF, is to be read in accordance with the definition of “marketing” in Article 4.1(x) of the alternative investment fund managers directive.

“Provision” means a provision of, or made under, this Act.

Nothing in this section is to be read as affecting the provisions of section 428(3).

In this Act “claims management services” means advice or other services in relation to the making of a claim.

The Treasury may by order provide that a claim for a specified benefit is to be treated as a claim for the purposes of this section.

The Treasury may specify a benefit under subsection (4) only if it appears to the Treasury to be a social security benefit, payable under the law of any part of the United Kingdom, designed to provide compensation for industrial injury.

Subsections (2) to (5) of section 419 apply in relation to an order under subsection (1) as they apply in relation to an order under subsection (1) of that section, but as if the references to regulated activities in subsection (2) of that section were references to regulated claims management activities or, as the case may be, to activities of a kind specified in an order under section 21(10B).

In this Act, except in relation to an incorporated friendly society, “parent undertaking” and “subsidiary undertaking” have the same meaning as in F13the Companies Acts (see section 1162 of, and Schedule 7 to, the Companies Act 2006).

In this Act “subsidiary undertaking”, in relation to an incorporated friendly society, means a body corporate of which the society has control within the meaning of section 13(9)(a) or (aa) of the M3Friendly Societies Act 1992 (and “parent undertaking” is to be read accordingly).

“Participating interest” F14has the meaning given in section 421A; but also includes an interest held by an individual which would be a participating interest for the purposes of those provisions if he were taken to be an undertaking.

“Associated undertaking” has the meaning given in section 119(1) of the M5Building Societies Act 1986.

In section 421 a “participating interest” means an interest held by an undertaking in the shares of another undertaking which it holds on a long-term basis for the purpose of securing a contribution to its activities by the exercise of control or influence arising from or related to that interest.

A holding of 20% or more of the shares of an undertaking is presumed to be a participating interest unless the contrary is shown.

For the purposes of this section an interest held on behalf of an undertaking shall be treated as held by it.

In this section “undertaking” has the same meaning as in the Companies Acts (see section 1161(1) of the Companies Act 2006).

 In this Act “controller”, in relation to an undertaking (“B”), means a person (“A”) who falls within any of the cases in subsection (2).

For the purposes of calculations relating to this section, the holding of shares or voting power by a person (“A1”) includes any shares or voting power held by another (“A2”) if A1 and A2 are acting in concert.

For the purposes of this section, an undertaking “B” is a controlled undertaking of H if any of the conditions in section 89J(4)(a) to (d) (read with section 89J(5)) is met (reading references in those provisions to A as references to H).

 For the purposes of section 422, shares and voting power that a person holds in an undertaking (“B”) or in a parent undertaking of B (“P”) are disregarded in the following circumstances.

Shares held only for the purposes of clearing and settling within a short settlement cycle are disregarded.

Shares held by a custodian or its nominee in a custodian capacity are disregarded, provided that the custodian or nominee is only able to exercise voting power attached to the shares in accordance with instructions given in writing.

Where a management company (as defined in F16Article 2.1(b) of the UCITS directive) and its parent undertaking both hold shares or voting power, each may disregard holdings of the other, provided that each exercises its voting power independently of the other.

Shares acquired for stabilisation purposes in accordance with Commission Regulation (EC) No 2273/2003 of 22 December 2003 implementing Directive 2003/6/EC as regards exemptions for buy-back programmes and stabilisation of financial instruments are disregarded, provided that the voting power attached to those shares is not exercised or otherwise used to intervene in the management of B or P.

For the purposes of this section, an undertaking is a controlled undertaking of the parent undertaking if it is controlled by the parent undertaking; and for this purpose the question of whether one undertaking controls another is to be determined in accordance with section 89J(4) and (5).

“Manager”, in relation to a body corporate, means a person (other than an employee of the body) who is appointed by the body to manage any part of its business and includes an employee of the body corporate (other than the chief executive) who, under the immediate authority of a director or chief executive of the body corporate, exercises managerial functions or is responsible for maintaining accounts or other records of the body corporate.

In this Act “policy” and “policyholder”, in relation to a contract of insurance, have such meaning as the Treasury may by order specify.

The law applicable to a contract of insurance, the effecting of which constitutes the carrying on of a regulated activity, is to be determined, if it is of a prescribed description, in accordance with regulations made by the Treasury.

In this Act, “investment firm” has the meaning given in Article 4.1.1 of the markets in financial instruments directive.

Subsection (1) is subject to subsections (3) to (5).

But subsection (3) does not apply if the person in question is one to whom the markets in financial instruments directive would not apply by virtue of Article 2 of that directive.

This section has effect for the purposes of the provisions of this Act which apply this section.

If a person is providing a service within subsection (3) as a trustee, the persons who are, have been or may be beneficiaries of the trust are to be treated as persons who use, have used or may use the service.

A person who deals with another person (“A”) in the course of A providing a service within subsection (3) is to be treated as using the service.

In this section—

• “credit institution” means—

  1. a

     a credit institution authorised under the F71capital requirements directive; or

  2. b

     an institution which would satisfy the requirements for authorisation as a credit institution under that directive if it had its registered office (or if does not have one, its head office) in an EEA State;

• F59“regulated benchmark” means a benchmark, as defined in section 22(6) F106or (6A), in relation to which any provision made under section 22(1A)(b) F107or (c) has effect.

• “relevant ancillary service” means any service of a kind mentioned in Section B of Annex I to the markets in financial instruments directive the provision of which does not involve the carrying on of a regulated activity.

This section has effect for the purposes of the provisions of this Act which apply this section.

“ Consumers ” means persons who, in relation to regulated activities carried on otherwise than by authorised persons, would be consumers as defined by section 425A if the activities were carried on by authorised persons.

In subsection (1)(b) “EU decision” means a decision under an EU directive or EU regulation.