Professional & Financial Services UK-wide

Before the FCA will grant authorisation to carry on regulated activities, you must demonstrate that your firm meets five statutory threshold conditions set out in Schedule 6 of the Financial Services and Markets Act 2000 (FSMA). These are minimum standards - meeting them does not guarantee authorisation, but failing any one will result in your application being refused.

Threshold conditions are not a one-off hurdle. You must continue to meet them throughout your authorisation. If you stop meeting them, the FCA can vary or cancel your permissions.

The five FCA threshold conditions

For FCA-only regulated firms (those not also requiring PRA authorisation), Schedule 6 Part 1B sets out five conditions you must satisfy. Each condition has specific assessment criteria the FCA uses to determine compliance.

Condition 1 - Location of offices

Your head office must be in the United Kingdom. If your firm is UK-incorporated, your registered office must also be in the UK.

What the FCA actually assesses:

  • Mind and management test: Where are strategic decisions actually made? A UK registered address is not enough if key decisions are taken overseas.
  • Central control: Day-to-day management and oversight must be genuinely based in the UK.
  • Board meetings: Where does the governing body typically meet to make decisions?

A "brass plate" arrangement - where you have a UK address but decisions are made elsewhere - will not satisfy this condition.

Condition 2 - Effective supervision

The FCA must be capable of effectively supervising your firm. This means the FCA needs to be able to understand your business, access information, and take action if needed.

Factors the FCA considers:

  • Group structure: Complex structures with multiple entities, especially overseas parents, make supervision harder. Can the FCA understand who controls the firm and how decisions flow?
  • Overseas connections: If your firm has significant links to overseas entities or regulators, how will this affect FCA supervision?
  • Outsourcing: Heavy reliance on third parties, especially overseas providers, can create supervision challenges.
  • Nature of activities: Some regulated activities are inherently harder to supervise than others.
  • Information access: Can the FCA get the information it needs to supervise you?

If your corporate structure is complex, be prepared to explain why it does not prevent effective FCA oversight.

Condition 3 - Appropriate resources

You must have resources appropriate to the regulated activities you want to carry on. The FCA assesses both financial and non-financial resources.

Financial resources:

  • Regulatory capital: You must meet minimum capital requirements for your firm type (varies by activity).
  • Liquidity: Can you meet obligations as they fall due?
  • Financial projections: 3-year forecasts showing you can maintain capital adequacy throughout.
  • Stress testing: What happens to your capital position under adverse scenarios?

Non-financial resources:

  • IT systems: Appropriate technology for your business model, including cyber security.
  • Compliance framework: Policies, procedures, and monitoring for regulatory compliance.
  • Risk management: Systems to identify, assess, and manage business risks.
  • Competent personnel: Staff with appropriate skills, knowledge, and experience.
  • Governance: Clear lines of responsibility and accountability.

Condition 4 - Suitability (fit and proper)

Your firm must be a "fit and proper person" to carry on the regulated activities you are applying for. This involves assessment of both the firm itself and key individuals.

Individual assessment (controllers and senior managers):

  • Competence: Do they have the skills and experience for their role?
  • Integrity: Are they honest and of good repute?
  • Financial soundness: Do they have unsatisfied judgments or unmanaged debts?
  • Regulatory history: Have they been sanctioned, refused authorisation, or subject to enforcement action?
  • Criminal convictions: Relevant convictions, especially for dishonesty or financial crime.

Firm assessment:

  • Conduct history: Previous regulatory issues or complaints.
  • Business practices: Does your approach demonstrate sound conduct principles?
  • Financial crime prevention: Do you have adequate AML and fraud prevention measures?

Condition 5 - Business model

Your business model must be suitable for carrying on the regulated activities you are seeking permission for. This condition was added in 2013 and reflects lessons from the financial crisis.

What the FCA assesses:

  • Sustainability: Is your business model economically viable in the medium term?
  • Consumer protection: Does your model protect consumers' interests, or does it create risks of harm?
  • Financial system integrity: Could your business model create risks to the wider financial system?
  • Risk understanding: Do you understand the risks inherent in your business model?
  • Competitive advantage: What gives you confidence your business will succeed?
  • Profitability path: When and how will you become profitable?

The FCA is not looking for guaranteed success - it wants to see that you understand your business, its risks, and have a realistic plan.

PROFESSIONAL & FINANCIAL… Requirement

Additional PRA threshold conditions for banks and insurers

If you are applying to operate as a bank (deposit-taker) or insurance company, you need dual authorisation from both the PRA and FCA. The PRA assesses additional threshold conditions focused on safety and soundness.

Banks (Schedule 6 Part 1E):

  • Legal status: Must be a body corporate or partnership - sole traders cannot be authorised as banks.
  • Prudent conduct: Business must be conducted prudently with appropriate capital adequacy and liquidity.

Insurers (Schedule 6 Part 1D):

  • Legal status: Must be a body corporate (excluding LLPs), registered friendly society, or Lloyd's member.
  • Solvency requirements: Must meet Solvency II capital requirements.
Who this applies to: Banks, building societies, credit unions seeking deposit-taking permission; insurance undertakings, Lloyd's managing agents.
Enforcement: PRA has separate enforcement powers. Dual-regulated firms face supervision from both regulators.

Why applications are refused

Understanding common refusal reasons helps you prepare a stronger application. The FCA will refuse your application if any threshold condition is not met.

Application timeline

FCA authorisation takes time. Plan your application well in advance of when you want to start operating.

Complete FSMA applications (from January 2026)
Up to 4 months (new statutory target)
Complete FSMA applications (until December 2025)
Up to 6 months
Incomplete FSMA applications
Up to 10-12 months due to information requests
Payment/e-money applications
Up to 3 months (unchanged)
FCA performance target
99% of applications determined within statutory deadlines
Typical total process
6-12 months from first submission to authorisation

What affects timeline:

  • Application completeness: Incomplete applications take much longer. Submit final versions of all documents, not drafts.
  • Response speed: How quickly you respond to FCA information requests directly affects timeline.
  • Complexity: Novel business models, complex group structures, or high-risk activities take longer to assess.
  • SMF approvals: Senior Manager Function applications are processed alongside firm authorisation.

Budget for external adviser costs of £10,000 to £50,000 or more for legal, compliance, and consulting support during the application process.

Ongoing compliance - threshold conditions never stop

Authorisation is not the end of threshold conditions - it is the beginning of an ongoing obligation to maintain compliance throughout your authorisation.

What happens if you stop meeting threshold conditions

If the FCA believes you are failing, or are likely to fail, to meet threshold conditions, it has significant powers to intervene.

FCA powers under FSMA:

  • Section 55J - Variation of permission: FCA can add requirements or restrictions to your permissions.
  • Section 55K - Cancellation of permission: FCA can withdraw your Part 4A permissions entirely.
  • Own-initiative action: FCA can act on its own initiative without waiting for you to notify them.
  • Prohibition orders: Individuals can be prohibited from working in regulated financial services.

What typically happens:

  • FCA identifies concerns through supervision, returns, or complaints.
  • FCA engages with you to understand the situation.
  • You are given opportunity to remediate unless there is immediate risk.
  • If remediation fails or is refused, formal enforcement action follows.

The best approach is proactive self-assessment and early notification to the FCA if you identify potential threshold condition issues.

PROFESSIONAL & FINANCIAL… Requirement

Fintech startups and threshold conditions

Fintech firms face particular challenges demonstrating threshold conditions due to innovative business models and limited trading history.

Common fintech challenges:

  • Business model condition: Novel models may require extra explanation of risks and viability.
  • Appropriate resources: Demonstrating non-financial resources (systems, controls) for untested products.
  • Financial projections: Limited comparable data for forecasting new market segments.
  • Fit and proper: Founders may lack traditional financial services experience.

FCA support available:

  • Regulatory Sandbox: Test innovative products in a controlled environment.
  • Innovation Pathways: Pre-application support for novel propositions.
  • Digital Sandbox: Access to data and testing infrastructure.

Consider engaging with FCA innovation services early to understand how threshold conditions apply to your specific model.

Who this applies to: Fintech startups, payment service providers, e-money institutions, cryptoasset businesses, lending platforms.
Enforcement: Standard FCA authorisation requirements apply. No exemptions for fintechs, but innovation support is available.
  1. Determine if your activities require FCA authorisation

    Use the FCA's Perimeter Guidance Manual (PERG) in the FCA Handbook to understand if your planned activities are regulated and require authorisation. Not all financial activities are regulated.

  2. Assess your readiness against each threshold condition

    Work through each of the five conditions systematically. Identify gaps and create a plan to address them before applying. The FCA expects applicants to be "Ready, Willing, and Organised".

  3. Prepare comprehensive documentation

    Gather business plan (3+ years), financial projections, compliance policies, IT and cyber security documentation, risk management framework, and governance arrangements. The FCA will not review drafts.

  4. Identify Senior Management Functions and prepare applications

    Determine which roles are SMFs and prepare Form A applications for each. Obtain DBS checks (valid for 6 months) and regulatory references (6 years) for all SMF candidates.

  5. Submit application via FCA Connect

    Create an FCA Connect account and submit your complete application with all supporting documentation and applicable fees. Application fees are non-refundable.

  6. Respond promptly to FCA queries

    The FCA will conduct multiple assessment rounds. Respond to all information requests quickly and make staff available for meetings. Delays extend your application timeline.

  7. Establish ongoing compliance monitoring

    Before authorisation, build systems to continuously monitor your compliance with threshold conditions. This is not a one-off exercise - you must meet conditions throughout your authorisation.