Do UK financial promotion rules apply to overseas firms?

What section 21(3) says

Section 21 of the Financial Services and Markets Act 2000 (FSMA) restricts financial promotions communicated in the course of business. Section 21(3) provides that, for a communication originating outside the United Kingdom, the restriction applies only if the communication is capable of having an effect in the United Kingdom. The test is about capability rather than intention. A firm does not have to set out to market to UK residents for its communications to be capable of having an effect here.

Websites, apps, social media accounts, email campaigns and online adverts are the usual ways overseas material reaches people in the UK. So are UK-based introducers and affiliates who pass on an overseas firm’s material. The question is less about where the firm or its server is and more about whether people in the UK can receive the communication and act on it.

The overseas recipients exemption

Article 12 of the Financial Promotion Order exempts communications made to people who receive them outside the UK, and communications directed only at people outside the UK. To decide whether a communication is directed only at people outside the UK, the Order looks at a set of conditions. In general terms they cover:

• a statement that the communication is directed only at people outside the UK
• a statement that it must not be acted on by people in the UK
• the communication not being referred to in, or directly accessible from, other communications made to people in the UK by or for the same person
• proper systems and procedures to stop people in the UK engaging in the investment activity with the communicator or its group

The conditions work together. A statement that UK residents should not apply carries little weight if the firm in practice accepts business from people in the UK. The way the conditions interact with the overall picture depends on the facts, and the exemption does not cover every kind of communication in the same way.

Geo-blocking and targeting

Firms that want to stay out of the UK market often combine several measures. These can include blocking UK IP addresses, refusing applications with UK addresses or UK payment details, excluding the UK from paid advertising campaigns and avoiding UK-specific content such as sterling pricing or references to UK tax. None of these is likely to be decisive on its own. VPNs can get round IP blocks, and a page that is blocked may still be reached through search results, social posts or affiliates.

The FCA’s Perimeter Guidance manual includes guidance on financial promotion in PERG 8, including how it approaches websites and communications from outside the UK. It is a useful starting point, but it does not settle any particular case.

Cryptoasset firms

Since 8 October 2023 promotions of qualifying cryptoassets have been within the financial promotion regime. That applies to overseas cryptoasset businesses whose promotions are capable of having an effect in the UK, which can include exchanges and apps that UK users can find and download. Authorisation is a separate matter: the FCA cryptoasset authorisation gateway opened on 30 September 2026, the FCA expects firms that want to keep operating in the UK to apply by 28 February 2027 and the new regime goes live on 25 October 2027. Our sister site Crypto Reg covers crypto authorisation.

Operations: the overseas persons exclusion

The financial promotion rules deal with marketing. Whether an overseas firm needs authorisation for what it does is a separate question under section 19 of FSMA and the Regulated Activities Order. Article 72 of that Order contains the overseas persons exclusion, which can apply to firms that do not carry on the activity from a permanent place of business in the UK.

The exclusion is narrower than many firms expect. It covers certain activities only, such as dealing in investments, arranging deals and advising, and each part has its own conditions. Broadly, it depends on the business being done with or through an authorised or exempt person, or following what the Order calls a legitimate approach. A legitimate approach includes one the overseas person did not solicit, or one solicited or made in a way that does not contravene section 21. So a breach of the promotion rules can also affect whether the operations exclusion is available. How exclusions work · How the operations test works

Common misunderstandings

When a written opinion helps

Overseas firms entering the UK market, or trying to stay out of it, often need more certainty than a disclaimer can give. A solicitor’s written opinion can look at your website, your onboarding controls, your marketing channels and your activities, and set out whether your communications are caught by section 21 and whether the overseas persons exclusion is relevant to what you do. Banks, payment providers and UK partners often ask for this kind of document. How written opinions work