Change of Controller of a Fiduciary Licensee
Notification of a Change of Controller is found at Section 14 of the Regulation of Fiduciaries, Administration Businesses and Company Directors, etc. (Bailiwick of Guernsey) Law, 2020 ("the Law").
Who should submit an application?
For the purpose of a Change of Controller of an entity licensed under the Law, the application should be submitted by bodies corporate or the natural persons who will exercise control of the licensee.
"Controller", for the purposes of an application has the same meaning as defined in Section 59 "Interpretation" of the Law.
For clarity, we do not require a Change of Controller application with respect to a change of managing director or chief executive of a company, or any company that is a subsidiary. In these circumstances, an Online Personal Questionnaire would need to be completed, along with the submission of an Online Appointment, as required.
Specific criteria and principles
The following information is in addition to the guidance which can be found within the New Applicants section above.
When should an application be submitted?
In order to prevent duplication of work, the Authorisations and Innovation Division will only consider a Change of Controller application where plans have moved beyond tentative discussions and are sufficiently developed to have identified all the prospective controllers. We will use the information provided within the application to carry out appropriate due diligence enquiries.
If the prospective Change of Controller will result in significant changes to the methods of operation of the licensee, Applicants should contact the Authorisations and Innovation Division in advance of any submission. The latter will then liaise with the Investment, Fiduciary and Pension Division with regard to whether there is a need to hold a meeting with the Applicant to discuss the proposals in advance. Please note, if the Change of Controller will result, in addition to the Change of Controller, in an entirely different business model, as well as systems, and controls, then the Commission may request the submission of a new licence application to provide the relevant information required.
Applications will be scrutinised to ensure that the licensee will continue to meet, after the proposed Change of Controller, the Minimum Criteria for Licensing in Schedule 1 of the Law.
Application Form, supporting documentation and guidance
Change of Controller application pack
The application pack must contain:
A fully complete and accurate application form should be submitted. Please follow the guidance contained in the application form.
Application Form Change of Controller
A covering letter detailing the information being submitted including any required supplementary or supporting documentation should accompany the application.
Please scan any supporting documentation, as itemised in the application form, together with an explanatory covering letter detailing the contents and send electronically to [email protected].
What if the licensee is licensed under more than one regulatory law?
The application form enables a consolidated submission to be made for all licensees being acquired within the same group. It allows for one submission to be made for an entity which may be licensed under one or more of our regulatory laws.
Is there an Application fee?
Under the Fiduciary Law and our fee regulations, a fee is required for a Change of Controller. Please submit a completed application to the Authorisations and Innovation Division who will then advise you of the relevant fee to be paid. Should you wish to understand what fee would be payable before making a submission, please provide a pre- and post-acquisition structure chart, with all relevant information, to the Authorisations and Innovation Division who will then advise on any potential fee.
We will assess and review the application pack and inform the applicant, or their professional advisers, of any matters requiring expansion and/or clarification. Once all queries have been satisfied, the application will be referred to a decision-maker. A formal response will follow decision-making.
The Law requires Applicants to notify the Commission in writing of the intention to become a Controller and to await the Commission's response that there is no objection to the Change of Controller application: further information may be required prior to a response being given. During our review, the Authorisations and Innovation Division may need to liaise with the Investment, Fiduciary and Pension Division of the Commission and make due diligence enquires with third parties and international counterparts. In practice, we aim to consider applications as soon as possible after their submission. We will look to accommodate the Applicant's intended timeframe, but encourage all applicants to submit a fully completed application to increase the likelihood of an early response.
The response time may be substantially delayed depending on the quality and completeness of the submission. If you have any questions on what is required to be submitted please read the relevant guidance on our website or contact the Authorisations and Innovation Division prior to submission. Where material information or documents are not provided as part of any application, we reserve the right to return the application without review until such a time as a completed application is received.
We will send a written response detailing any matters that require expansion and/or further clarification to enable the application to be referred to a decision-maker.
If we receive no response to these queries within a three-month time period, we reserve the right to archive the application, such that, any future Change of Controller application following this period would require a new submission.
STATEMENT OF NO OBJECTION
Successful applicants will be issued with a statement of no objection.
Once a statement of no objection has been received from the Commission, the Applicant will have three months to complete the Change of Controller. If it has not been completed within this timeframe, the Commission's statement will lapse, and a further application would be required for any future Change of Controller.
Following the completion of the Change of Controller a licensee has 14 days in which to submit any relevant Online Appointment Form to the Commission.
If specific conditions are to be imposed in connection with the Change of Controller these conditions will be scheduled in the letter of no objection. Any such specific conditions will have been discussed with applicants in advance.