the UK regulatory perimeter
Does your business actually need FCA authorisation?
Many businesses that handle money, credit, payments or investments need FCA authorisation. Many do not. The answer turns on what you do and, as a separate question, on how you market it.
We help you work out which questions apply to you. Then we introduce you to solicitors who can give you a written legal opinion, or to specialists who can help if you are inside the perimeter.
A short no-obligation call by phone, Teams or Zoom. Our perimeter calls and introductions are not FCA regulated services and we do not give legal advice ourselves.
Two tests, not one
Most businesses ask whether they are regulated. The law asks two separate questions, and passing one does not clear the other.
Operations
Is what you do a regulated activity?
Section 19 of the Financial Services and Markets Act 2000 (FSMA) says no one may carry on a regulated activity in the UK by way of business unless they are authorised or exempt. This is the general prohibition.
Whether your activity is caught depends on what you do, the type of product or investment involved, who your customers are and whether an exclusion applies. Lending to a limited company and lending to a sole trader can land on opposite sides of the line.
The regulated activities are listed in the Regulated Activities Order. The FCA explains how it reads them in its Perimeter Guidance manual, known as PERG.
Marketing
Is your marketing a financial promotion?
Section 21 of FSMA restricts who can communicate an invitation or inducement to engage in investment activity in the course of business. A business that sits outside the perimeter for what it does can still find that its website, adverts, emails or pitch deck are financial promotions.
If they are, they must be made or approved by an authorised firm with the right permission, unless an exemption in the Financial Promotion Order applies.
Since February 2024 an authorised firm generally needs a specific FCA permission before it can approve promotions for unauthorised businesses.
An unregulated business can still have a regulated marketing problem. Why the two tests are separate
When the question usually comes up
Very few businesses go looking for a perimeter answer for its own sake. Something usually forces the question.
- A bank or payment provider asks you to confirm you do not need FCA authorisation before it will open or keep your account.
- An investor carrying out due diligence asks for a legal view on your regulatory position before they commit.
- An advertising platform asks you to show your regulatory status before it will run your financial services adverts.
- You are about to launch a product, add a revenue stream or change who your customers are.
- A partner, lender or insurer you introduce customers to asks how you are able to do it without permission.
- The FCA has been in touch. If so, talk to us or a solicitor before you reply.
Business models we are asked about
Each page explains the rules that usually decide the answer for that kind of business, the common misunderstandings and the questions a solicitor will want to look at.
- Business lending When lending to businesses is regulated and when it is not.
- Loan introducers When introducing borrowers to lenders is credit broking or arranging.
- Commercial finance brokers How the perimeter applies to commercial finance brokers.
- Lead generation When lead generation for financial products becomes a regulated activity.
- Investment introductions When introducing investors or clients to investment firms needs permission.
- Property and investment schemes When a property syndicate or pooled investment becomes a collective investment scheme.
- Fintech software and platforms When software and platform businesses are carrying on regulated activities themselves.
- Buy now pay later How the rules on deferred payment credit apply to buy now pay later products.
- Insurance introductions When introducing customers to insurers or brokers is insurance distribution.
- Cryptoassets Where cryptoasset businesses sit today and what changes under the new FCA regime.
Where we stand
Clear about what we are, so you can judge what we tell you.
- Who we are
- Non-Regulated is a trading name of Introvisory Ltd and part of FinTechReg, based at 105 Farringdon Road in London.
- Our FCA status
- Introvisory Ltd is authorised and regulated by the Financial Conduct Authority (firm reference number 948814). That authorisation is for corporate finance business. Our perimeter calls and introductions are not services we provide under it. We do not give legal advice ourselves and nothing on this site is a ruling on your position.
- The first call
- Your first call with us is not charged and carries no obligation. We use it to understand what you do and how you market it.
- Written opinions
- If you need certainty we introduce you to a solicitor who can give a written legal opinion on whether your activities sit outside the perimeter. They quote before any work starts and charge you directly.
- How we are paid
- The firms we introduce you to pay us an introduction fee. How it works
Questions people ask us
The four we hear most often, answered in full on our FAQ page.
- Why can’t I just ask the FCA? It does not generally advise individual businesses. It will usually point you to its Handbook and suggest you take legal advice.
- Can’t I just get authorised anyway? It costs money and time, and the FCA expects you to use the permissions you hold. It is rarely the safe default it looks like.
- What if we have an opinion and the FCA disagrees? The FCA is not bound by it, but it can help show the precautions you took and why you believed you were outside the perimeter.
- Why a written opinion from a regulatory lawyer? It applies the law to your actual business, banks and investors ask for it, and it comes from someone regulated and insured.
Start with the basics
Plain-English guides to how the perimeter works. They explain the rules. Applying them to your facts is what a written opinion is for.
- The FCA perimeter explained What the FCA perimeter is and how the boundary is drawn.
- Exclusions vs exemptions The difference between exclusions, exemptions and exempt persons.
- What is PERG? What the FCA Perimeter Guidance manual is and how to use it.
- Authorisation vs appointed representative The differences between becoming an appointed representative and applying for your own authorisation.
- Can the FCA tell me if I am regulated? What the FCA will and will not tell you about whether your business is regulated.