Change of Controller of an Investment Licensee
Notification of a Change of Controller is found at Section 40 of the Protection of Investors (Bailiwick of Guernsey) Law, 2020 ("the POI Law").
Who should submit an application?
For the purpose of a Change of Controller of an entity licensed under the POI Law, an application should be submitted by bodies corporate or natural persons who will exercise control of a licensee.
"Controller", for the purposes of an application has the same meaning as defined in Section 79 "Interpretation" in the POI 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 and Online Appointment Form would need to be completed, 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 Authorisations will only consider a Change of Controller application where plans have moved beyond tentative discussions and are sufficiently developed to have identified all of the prospective controllers. We will use the information provided within the application to carry out the appropriate due diligence enquiries.
If the prospective Change of Controller will result in significant changes to the method of operation of the licensee, Applicants should contact Authorisations in advance of any submission. Authorisations will then liaise with the relevant Supervisory Divisions to consider holding a meeting with the Applicant to discuss proposals in advance. Please note, if the Change of Controller will result in an entirely different business model, systems and controls in addition to the Change of Controller, 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 the Minimum Criteria for Licensing in Schedule 4 of the POI Law, after the proposed Change of Controller.
APPLICATION FORM, SUPPORTING DOCUMENTATION & GUIDANCE
Change of Controller application pack
The application pack should contain:
A fully complete and accurate application form should be submitted. Please follow the guidance contained in the application form.
A covering letter is to accompany the application form, which outlines the background and rationale for the application including a schedule of any supplementary or supporting documentation, which is being sent electronically.
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 POI Law and our fee regulations a fee is required for a Change of Controller. Please submit a complete application to Authorisations 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 any relevant information, to Authorisations who will then advise on any potential fee.
We will assess and review the application pack and inform the Applicant, or its professional advisers, of any matters which require expansion or further clarification. Once all queries have been satisfied, the application will be referred to a relevant decision-maker within the Commission. A formal response will follow the decision-making process.
The POI Law provides 60 days for the Commission to respond to a fully completed Change of Controller application. If further information or questions are needed this will pause this timeframe. During our review Authorisations may need to liaise with Supervisory Divisions of the Commission and make due diligence enquires of third parties and international counterparts. In practice, we aim to consider applications as soon as possible after 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 a response within the desired timeframe.
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 Authorisations 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 a complete application is received.
We will send a written response detailing any matters that require expansion 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 following this period would require a new submission.
STATEMENT OF NO OBJECTION
Successful Applicants will be issued with a statement of no objection by way of letter from the Commission.
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 time 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 specific conditions will have been discussed with the Applicant in advance.