Prepare your BNPL business for FCA regulation
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UK Statutory Instrument
2005
United Kingdom
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
At a glance
Enforced by
What's here
7 compliance obligations, 3 practical guides · 4 journeys
Penalty landscape
1 of 7 obligations carry an unlimited fine. 6 have no criminal penalty — flagged in the list below.
Who this Act binds
Business-side actors with duties under this Act, ranked by how often they appear.
- Any Person 6
- Director or Officer 1
Step-by-step journeys using this legislation
Walkthroughs that take you from a real business situation to compliance.
Relevant guidance
Practical guides for businesses affected by this Act, ordered by how closely they engage with it.
Supporting — topic alignment
3 guidesOther Acts binding the same actors
For each actor bound by this Act, the other UK Acts that bind them most often. Useful for understanding the full compliance landscape facing each role.
Any Person also bound by 2338 other Acts (top 5 shown)
- Human Medicines Regulations 2012 2012 169 duties
- Merchant Shipping Act 1995 1995 144 duties
- Insolvency (England and Wales) Rules 2016 2016 101 duties
- Road Traffic Act 1988 1988 95 duties
- Air Navigation Order 2016 2016 95 duties
Directors and Officers also bound by 425 other Acts (top 5 shown)
- Insolvency (England and Wales) Rules 2016 2016 161 duties
- Companies Act 2006 2006 108 duties
- Insolvency Act 1986 1986 72 duties
- The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 2008 55 duties
- The Housing Administration (England and Wales) Rules 2018 2018 26 duties
What this Act requires
Sections that create concrete duties on businesses or carry penalties. Procedural and definitional sections are folded into the “Browse other sections” expander at the bottom of each group. Click any section title to read the source text on legislation.gov.uk.
Part I — Citation, Commencement and Interpretation
Browse 3 other sections in this Part — procedural / definitional / commencement
Interpretation: general
Citation and commencement
Interpretation: unlisted companies
Part II — Controlled Activities and Controlled Investments
Browse 1 other section in this Part — procedural / definitional / commencement
Part III — Exemptions: Interpretation and Application
Degree of prominence to be given to required indications
Unlimited fine- Ensure required financial promotion information is prominent and clear Any Person
Browse 7 other sections in this Part — procedural / definitional / commencement
Interpretation: financial promotion restriction
Interpretation: real time communications
Interpretation: solicited and unsolicited real time communications
Application to qualifying contracts of insurance
Combination of different exemptions
Interpretation: communications
Interpretation: outgoing electronic commerce communications
Part IV — Exempt Communications: All Controlled Activities
Browse 14 other sections in this Part — procedural / definitional / commencement
Communications to overseas recipients
Communications from customers and potential customers
Follow up non-real time communications and solicited real time communications
Introductions
Exempt persons
Generic promotions
Mere conduits
Investment professionals
Communications by journalists
Communications caused to be made or directed by unauthorised persons
Communications required by the PRIIPs regulation: key information document
Electronic commerce communications: mere conduits, caching and hosting
Incoming electronic commerce communications
Promotion broadcast by company director etc.
Part V — Exempt Communications: Deposits and Insurance
Browse 6 other sections in this Part — procedural / definitional / commencement
Interpretation: relevant insurance activity
Deposits: non-real time communications
Deposits: real time communications
Relevant insurance activity: non-real time communications
Relevant insurance activity: non-real time communications: reinsurance and large risks
Relevant insurance activity: real time communication
Part 6A — EXEMPT COMMUNICATIONS: CONTROLLED CLAIMS MANAGEMENT ACTIVITIES
Browse 10 other sections in this Part — procedural / definitional / commencement
Application of exemptions in this Part
Communications made by a charity or not-for-profit agency
Communications made by a medical defence union
Communications made by an independent trade union
Communications made by an insurance intermediary
Communications made by a person appointed by a statutory or other public body
Communications made by a students’ union
Communications made by certain providers of referrals
Communications made by legal professionals
Communications made by the Motor Insurers’ Bureau
Part VI — Exempt Communications: Certain Controlled Activities
Browse 61 other sections in this Part — procedural / definitional / commencement
Application of exemptions in this Part
One off non-real time communications and solicited real time communications
Communications required or authorised by enactments
Overseas communicators: solicited real time communications
Overseas communicators: non-real time communications to previously overseas customers
Overseas communicators: unsolicited real time communications to previously overseas customers
Overseas communicators: unsolicited real time communications to knowledgeable customers
Governments, central banks etc.
Registered societies
Nationals of EEA States other than United Kingdom
Financial markets
Persons in the business of placing promotional material
Joint enterprises
Participants in certain recognised collective investment schemes
Bearer instruments: promotions required or permitted by market rules
Bearer instruments: promotions to existing holders
Members and creditors of certain bodies corporate
Members and creditors of open-ended investment companies
Group companies
Qualifying credit to bodies corporate
Persons in the business of disseminating information
... High net worth individuals
High net worth companies, unincorporated associations etc.
Sophisticated investors
Associations of high net worth or sophisticated investors
Common interest group of a company
Settlors, trustees and personal representatives
Beneficiaries of trust, will or intestacy
Communications by members of professions
Remedy following report by Parliamentary Commissioner for Administration
Persons placing promotional material in particular publications
Acquisition of interest in premises run by management companies
Annual accounts and directors' report
Participation in employee share schemes
Sale of goods and supply of services
Sale of body corporate
Takeovers of relevant unlisted companies: interpretation
Takeovers of relevant unlisted companies
Takeovers of relevant unlisted companies: warrants etc.
Takeovers of relevant unlisted companies: application forms
Promotions required or permitted by market rules
Promotions in connection with admission to certain UK and EEA markets
Promotions of securities already admitted to certain markets
Promotions included in listing particulars etc.
Material relating to prospectus for public offer of unlisted securities
Pension products offered by employers
Advice centres
Insurance product offers communicated to employees by employers
Staff mortgage offers communicated to employees by employers
Berne Financial Services Agreement suppliers
Certain promotions of qualifying cryptoassets
Credit agreements offered to employees by employers
Insolvency practitioners
Insurance product offers communicated to employees by third parties
Non-real time communication by members of professions
One off unsolicited real time communications
Pension product offers communicated to employees by third parties
Promotions of credit etc. for business purposes
Real time communications: introductions ...
Self-certified sophisticated investors
Staff mortgage offers communicated to employees by third parties
Part 7 — REVOCATIONS
Browse 1 other section in this Part — procedural / definitional / commencement
Revocation
Schedules
The terms of the offer must be recommended by all...
- Ensure offer terms are recommended by all independent directors Any Person
(1) This paragraph applies to an offer for debentures or...
- Make a mandatory offer for remaining equity shares when holding 50% or less voting rights Any Person
(1) This paragraph applies to an offer for shares comprised...
- Include condition to acquire majority voting rights in share offer Any Person
An indication whether or not the offeror has reason to...
- Disclose material financial changes in promotions Any Person
In the case of an offeror which is required to...
- Include audited accounts in financial promotion documents Director or Officer
The acquisition of the shares or debentures to which the...
- Do not condition share/debenture acquisition on director payment consent Any Person
Browse 116 other Schedules — structural / supplementary
Citation and commencement
MARKETS AND EXCHANGES
REVOCATION
Accepting deposits
Providing qualifying credit
Arranging qualifying credit etc.
Advising on qualifying credit etc.
Providing relevant consumer credit
Advising on certain relevant consumer credit relating to land
Providing consumer hire
Providing a regulated home reversion plan
Arranging a regulated home reversion plan
Advising on a regulated home reversion plan
Providing a regulated home purchase plan
Arranging a regulated home purchase plan
Advising on a regulated home purchase plan
Providing a regulated sale and rent back agreement
Arranging a regulated sale and rent back agreement
Advising on a regulated sale and rent back agreement
Agreeing to carry on specified kinds of activity
(1) A claims management activity carried out in Great Britain...
A deposit.
Rights under a contract of insurance.
(1) Shares or stock in the share capital of—
Instruments creating or acknowledging indebtedness
Alternative finance investment bonds
Government and public securities
Instruments giving entitlements to investments
Certificates representing certain securities
Units in a collective investment scheme
Effecting or carrying out contracts of insurance
Rights under a pension scheme
Options
Futures
Contracts for differences etc.
Emission allowances
Lloyd's syndicate capacity and syndicate membership
Funeral plan contracts
Agreements for qualifying credit
Regulated home reversion plans
Regulated home purchase plans
Regulated sale and rent back agreement
Relevant credit agreements
Consumer hire agreements
Qualifying cryptoassets
Rights to or interests in investments
Interpretation
Dealing in securities , qualifying cryptoassets and contractually based investments
Arranging deals in investments
Operating a multilateral trading facility
Operating an organised trading facility
Credit broking
Operating an electronic system in relation to lending
Managing investments
Debt adjusting
Debt-counselling
Safeguarding and administering investments
Advising on investments
Safeguarding of qualifying cryptoassets and relevant specified investment cryptoassets
Operating a qualifying cryptoasset trading platform
Qualifying cryptoasset staking
Advising on syndicate participation at Lloyd's
Providing funeral plan contracts
The Bailiwick of Guernsey.
The Isle of Man.
The Commonwealth of Pennsylvania.
The State of Iowa.
The Bailiwick of Jersey.
An indication that, except insofar as the offer may be...
An indication of the date on which the invitation or...
An indication that the acquisition of the shares or debentures...
An indication of the place where additional material listed in...
The audited accounts of the company in respect of the...
Advice to the directors of the company on the financial...
An indication by the directors of the company, acting as...
An indication of any material interest which any director has...
An indication as to whether or not each director intends...
In the case of an offeror which is a body...
If the offeror is making the offer on behalf of...
An indication that each of the following—
The particulars of— (a) all shares in or debentures of...
An indication as to whether or not the offer is...
Where the offer is conditional upon acceptances, an indication of...
If the offer is, or has become, unconditional an indication...
An indication as to whether or not, if circumstances arise...
If shares or debentures are to be acquired for cash,...
(1) Subject to sub-paragraph (2), if the consideration or any...
Particulars of the first dividend in which any such shares...
An indication of the effect of the acceptance on the...
Particulars of all material contracts (not being contracts which were...
Particulars of the terms on which shares in or debentures...
An indication as to whether or not it is proposed,...
An indication as to whether or not there exists any...
An indication as to whether or not there is any...
Particulars of any dealings— (a) in the shares in or...
In a case in which the offeror is a body...
Where valuations of assets are given in connection with the...
(1) Subject to sub-paragraph (2), the offer must be open...
If any profit forecast is given in connection with the...
The memorandum and articles of association of the company.
If the offeror is a body corporate, the memorandum and...
In the case of a company that does not fall...
In the case of a company or an offeror—
All existing contracts of service entered into for a period...
Any report, letter, valuation or other document any part of...
If the offer document contains any statement purporting to have...
All material contracts (if any) of the company and of...
The consideration for the shares or debentures must be—
An indication of the identity of the offeror and, if...
An indication of the fact that the terms of the...
An indication to the effect that any person who is...
The statement to be completed and signed for the purposes...
The statement to be completed and signed for the purposes...
America Stock Exchange. Australian Stock Exchange. Basler Effektenbourse. Boston Stock...
The criteria are— (a) the head office of the market...
American Commodity Exchange. Australian Financial Futures Market. Chicago Board of...
Official guidance
Authoritative sources published by regulators or government explaining this legislation.
- Approving financial promotions | FCA (opens in a new tab) from FCA Detailed Guidance
- Electronic Commerce Directive: operation after the transition period | FCA (opens in a new tab) from FCA Detailed Guidance
- Cryptoasset financial promotions and fiat-to-crypto on/off ramp services | FCA (opens in a new tab) from FCA Detailed Guidance
- Appendix 1: Financial promotions and investment recommendations (opens in a new tab) from Ofcom Detailed Guidance
- SRA | SRA consumer credit (opens in a new tab) from SRA Detailed Guidance
- FCA financial promotions guidance (opens in a new tab) from FCA Detailed Guidance
- FCA financial promotions guidance (opens in a new tab) from FCA Detailed Guidance
- CONC 3: Financial promotions and communications (opens in a new tab) from FCA Detailed Guidance
Enforcement and responsible bodies
The regulators that administer or enforce this legislation.
Financial Conduct Authority
Regulation of financial services firms and markets. Supervises banks, insurers, investment firms, payment services, and cryptoasset businesses. Issues authorisations and enforces conduct …
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Browse legislation
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Regulators
Learn more about the bodies that enforce this legislation.