Table of Contents
Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (RAO) [SI 2001 No. 544]Introductory TextPart I General (arts. 1-3)Article 1 CitationArticle 2 CommencementArticle 3 InterpretationPart II Specified activities (arts. 4-72I)Chapter I General (art. 4)Article 4 Specified activities: generalChapter II Accepting deposits (arts. 5-9AC)The activity (art. 5)Article 5 Accepting depositsExclusions (arts. 6-9AC)Article 6 Sums paid by certain personsArticle 7 Sums received by solicitors etc.Article 8 Sums received by persons authorised to deal etc.Article 9 Sums received in consideration for the issue of debt securitiesArticle 9A Sums received in exchange for electronic moneyArticle 9AA Managers of UCITS and AIFsArticle 9AB Funds received for payment servicesArticle 9AC Local authoritiesChapter IIA Electronic Money (arts. 9B-9L)The activity (arts. 9B-9BA)Article 9B Issuing electronic moneyArticle 9BAExclusions (arts. 9C-9G)Article 9C Persons certified as small issuers etc.Article 9D Applications for certificatesArticle 9E Revocation of certificate on FCA's own initiativeArticle 9F Revocation of certificate on requestArticle 9G Obtaining information from certified persons etc.Supplemental (arts. 9H-9L)Article 9H Rules prohibiting the issue of electronic money at a discountArticle 9I False claims to be a certified personArticle 9J Exclusion of electronic money from the compensation schemeArticle 9K Record of certified personsArticle 9L Funds received for payment servicesChapter III Insurance (arts. 10-13)The activities (art. 10)Article 10 Effecting and carrying out contracts of insuranceExclusions (arts. 11-12B)Article 11 Community co-insurersArticle 12 Breakdown insuranceArticle 12A Managers of UCITS and AIFsArticle 12B Transformer vehicles: insurance risk transformationSupplemental (art. 13)Article 13 Application of sections 327 and 332 of the Act to insurance market activitiesChapter IIIA Insurance risk transformation (art. 13A)Article 13A Transformer vehicles: insurance risk transformationChapter IV Dealing in investments as principal (arts. 14-20)The activity (art. 14)Article 14 Dealing in investments as principalExclusions (arts. 15-20)Article 15 Absence of holding out etc.Article 16 Dealing in contractually based investmentsArticle 17 Acceptance of instruments creating or acknowledging indebtednessArticle 18 Issue by a company of its own shares etc.Article 18A Dealing by a company in its own sharesArticle 19 Risk managementArticle 19A Transformer vehicles: insurance risk transformationArticle 20 Other exclusionsChapter V Dealing in investments as agent (arts. 21-24)The activity (art. 21)Article 21 Dealing in investments as agentExclusions (arts. 22-24)Article 22 Deals with or through authorised personsArticle 23 Risk managementArticle 24 Other exclusionsChapter VA Bidding in Emissions Auctions (arts. 24A-24B)The activity (art. 24A)Article 24A Bidding in emissions auctionsExclusions (art. 24B)Article 24B Miscellaneous exclusionsChapter VI Arranging deals in investments (arts. 25-36)The activities (arts. 25-25E)Article 25 Arranging deals in investmentsArticle 25A Arranging regulated mortgage contractsArticle 25B Arranging regulated home reversion plansArticle 25C Arranging regulated home purchase plansArticle 25D Operating a multilateral trading facilityArticle 25DA Operating an organised trading facilityArticle 25DB Operating an electronic system for public offers of relevant securitiesArticle 25E Arranging regulated sale and rent back agreementsExclusions (arts. 26-36)Article 26 Arrangements not causing a dealArticle 27 Enabling parties to communicateArticle 28 Arranging transactions to which the arranger is a partyArticle 28A Arranging contracts, plans or agreements to which the arranger is a partyArticle 29 Arranging deals with or through authorised personsArticle 29A Arrangements made in the course of administration by authorised personArticle 30 Arranging transactions in connection with lending on the security of insurance policiesArticle 31 Arranging the acceptance of debentures in connection with loansArticle 32 Provision of financeArticle 33 IntroducingArticle 33A Introducing to authorised persons etc.Article 33B Provision of information - contracts of insuranceArticle 34 Arrangements for the issue of shares etc.Article 35 International securities self-regulating organisationsArticle 35A Trade repositoriesArticle 35AB Securitisation repositoriesArticle 35B Providing pensions guidanceArticle 36 Other exclusionsChapter VIA Credit Broking (arts. 36A-36G)The activity (art. 36A)Article 36A Credit brokingExclusions (arts. 36B-36G)Article 36B Introducing by individuals in the course of canvassing off trade premisesArticle 36C Activities for which no fee is paidArticle 36D Transaction to which the broker is a partyArticle 36E Activities in relation to certain agreements relating to landArticle 36F Activities carried on by members of the legal profession etcArticle 36FA Activities carried on by registered social landlordsDraft Article 36FB Activities in relation to certain regulated credit agreementsArticle 36G Other exclusionsChapter VIB Operating an Electronic System in Relation to Lending (arts. 36H-36J)The activity (art. 36H)Article 36H Operating an electronic system in relation to lendingExclusion (arts. 36I-36IA)Article 36I Information society servicesArticle 36IA Activities in relation to debentures and bondsSupplemental (art. 36J)Article 36J Meaning of "consumer"Chapter VII Managing investments (arts. 37-39)The activity (art. 37)Article 37 Managing investmentsExclusions (arts. 38-39)Article 38 AttorneysArticle 39 Other exclusionsChapter VIIA assisting in the Administration and Performance of a Contract of Insurance (arts. 39A-39C)The activity (art. 39A)Article 39A Assisting in the administration and performance of a contract of insuranceExclusions (arts. 39B-39C)Article 39B Claims management on behalf of an insurer etc.Article 39C Other exclusionsChapter VIIB Activities in Relation to Debt (arts. 39D-39M)The activities (arts. 39D-39G)Article 39D Debt adjustingArticle 39E Debt-counsellingArticle 39F Debt-collectingArticle 39G Debt administrationExclusions (arts. 39H-39L)Article 39H Activities where person has a connection to the agreementArticle 39I Activities carried on by certain energy suppliersArticle 39J Activities carried on in relation to a relevant agreement in relation to landArticle 39K Activities carried on by members of the legal profession etcArticle 39KA Activities carried on by reason of providing pensions guidanceArticle 39L Other exclusionsSupplemental (art. 39M)Article 39M Meaning of "consumer" etc.Chapter VIII Safeguarding and administering investments (arts. 40-44)The activity (art. 40)Article 40 Safeguarding and administering investmentsExclusions (arts. 41-44)Article 41 Acceptance of responsibility by third partyArticle 42 Introduction to qualifying custodiansArticle 42A Depositaries of UK UCITS and AIFsArticle 43 Activities not constituting administrationArticle 44 Other exclusionsChapter IX Sending dematerialised instructions (arts. 45-50)The activities (art. 45)Article 45 Sending dematerialised instructionsExclusions (arts. 46-50)Article 46 Instructions on behalf of participating issuersArticle 47 Instructions on behalf of settlement banksArticle 48 Instructions in connection with takeover offersArticle 49 Instructions in the course of providing a networkArticle 50 Other exclusionsChapter X Collective investment (arts. 51-51A)The activities (art. 51-51ZE)Article 51 Establishing etc. a collective investment schemeArticle 51ZA Managing a UK UCITSArticle 51ZB Acting as trustee or depositary of a UK UCITSArticle 51ZC Managing an AIFArticle 51ZD Acting as trustee or depositary of an AIFArticle 51ZE Establishing etc. a collective investment schemeExclusions (arts. 51ZF-51A)Article 51ZF Persons excluded from managing an AIFArticle 51ZG Operating a collective investment scheme in relation to a UK UCITS or an AIFArticle 51A Other exclusionsChapter XI Pension schemes (arts. 52-52A)The activities (art. 52)Article 52 Establishing etc. a pension schemeExclusion (art. 52A)Article 52A Other exclusionsChapter XIA Providing basic advice on stakeholder products (arts. 52B-52C)The activity (art. 52B)Article 52B Providing basic advice on stakeholder productsExclusion (art. 52C)Article 52C Providing pensions guidanceChapter XII Advising on investments (arts. 53-55)The activity (arts. 53-53E)Article 53 Advising on investmentsArticle 53A Advising on regulated mortgage contractsArticle 53B Advising on regulated home reversion plansArticle 53C Advising on regulated home purchase plansArticle 53D Advising on regulated sale and rent back agreementsArticle 53DA Advising on regulated credit agreements for the acquisition of landArticle 53E Advising on conversion or transfer of pension benefitsExclusions (arts. 54-55)Article 54 Advice given in newspapers etc.Article 54A Advice given in the course of administration by authorised personArticle 54B Advice given by reason of providing pensions guidanceArticle 55 Other exclusionsChapter XIII Lloyd's (arts. 56-58A)The activities (arts. 56-58)Article 56 Advice on syndicate participation at Lloyd'sArticle 57 Managing the underwriting capacity of a Lloyd's syndicateArticle 58 Arranging deals in contracts of insurance written at Lloyd'sExclusion (art. 58A)Article 58A Managers of UCITS and AIFsChapter XIV Funeral plan contracts (arts. 59-60AA)The activity (art. 59)Article 59 Funeral plan contractsExclusions (arts. 60-60AA)Article 60 Plans covered by insurance or trust arrangementsArticle 60ZA Local authoritiesArticle 60A Managers of UCITS and AIFsArticle 60AA Insolvency practitionersChapter XIVA Regulated Credit Agreements (arts. 60B-60M)The activities (arts. 60B-60HA)Article 60B Regulated credit agreementsArticle 60C Exempt agreements: exemptions relating to the nature of the agreementArticle 60D Exempt agreements: exemption relating to the purchase of land for non-residential purposesArticle 60E Exempt agreements: exemptions relating to the nature of the lenderArticle 60F Exempt agreements: exemptions relating to number of repayments to be madeArticle 60G Exempt agreements: exemptions relating to the total charge for creditArticle 60H Exempt agreements: exemptions relating to the nature of the borrowerArticle 60HA Exempt agreements: provision qualifying articles 60E and 60FExclusions (arts. 60I-60K)Article 60I Arranging administration by authorised personArticle 60J Administration pursuant to agreement with authorised personArticle 60JA Payment institutionsArticle 60JB Electronic money institutionsArticle 60K Other exclusionsSupplemental (arts. 60L-60M)Article 60L Interpretation of Chapter 14A etc.Article 60LA Meaning of consumer etc.Article 60LB Green deal plansArticle 60M Total charge for creditChapter XIVB Regulated Consumer Hire Agreements (art. 60N-60S)The activities (arts. 60N-60Q)Article 60N Regulated consumer hire agreementsArticle 60O Exempt agreements: exemptions relating to nature of agreementArticle 60P Exempt agreements: exemptions relating to supply of essential servicesArticle 60Q Exempt agreements: exemptions relating to the nature of the hirerExclusion (art. 60R)Article 60R Other exclusionsSupplemental (art. 60S)Article 60S Meaning of consumer etc.Chapter XV Regulated mortgage contracts (arts. 61-63A)The activities (arts. 61-61A)Article 61 Regulated mortgage contractsArticle 61A Mortgage contracts which are not regulated mortgage contractsExclusions (arts. 62-63A)Article 62 Arranging administration by authorised personArticle 63 Administration pursuant to agreement with authorised personArticle 63A Other exclusionsChapter XVA Regulated home reversion plans (arts. 63B-63E)The activities (art. 63B)Article 63B Entering into and administering regulated home reversion plansExclusions (arts. 63C-63E)Article 63C Arranging administration by authorised personArticle 63D Administration pursuant to agreement with authorised personArticle 63E Other exclusionsChapter XVB Regulated home purchase plans (arts. 63F-63I)The activities (art. 63F)Article 63F Entering into and administering regulated home purchase plansExclusions (arts. 63G-63I)Article 63G Arranging administration by authorised personArticle 63H Administration pursuant to agreement with authorised personArticle 63I Other exclusionsChapter XVC Regulated Sale and Rent Back Agreements (arts. 63J-63M)The activities (art. 63J)Article 63J Entering into and administering regulated sale and rent back agreementsExclusions (arts. 63K-63M)Article 63K Arranging administration by authorised personArticle 63L Administration pursuant to agreement with authorised personArticle 63M Other exclusionsChapter XVD Activities of Reclaim Funds (art. 63N)The activities (art. 63N)Article 63N Dormant account fundsChapter XVE Specified Benchmarks (arts. 63O-63T)The activities (arts. 63O-63T)Article 63O Specified benchmarksArticle 63P Publicly available factual data and subscription servicesArticle 63Q Administration of a specified benchmark by the FCAArticle 63R ScheduleArticle 63S Administering a benchmarkArticle 63T Administration of a benchmark by the FCADraft Chapter 15F ESG ratings (draft arts. 63U-63ZB)Draft The activity (draft art. 63U)Draft Article 63U ESG ratingsDraft Exclusions (draft arts. 63V-63ZB)Draft Article 63V Regulated products and servicesDraft Article 63W Intra-group ratingsDraft Article 63X Private useDraft Article 63Y Ancillary non-commercial provisionDraft Article 63Z Public authorities, central banks and international organisationsDraft Article 63ZA Accreditation or certificationDraft Article 63ZB InterpretationChapter XVI Agreeing to carry on activities (arts. 64-65)The activity (art. 64)Article 64 Agreeing to carry on specified kinds of activityExclusions (art. 65)Article 65 Overseas persons etcChapter XVII Exclusions applying to several specified kinds of activity (arts. 66-72J)Article 66 Trustees, nominees and personal representativesArticle 67 Activities carried on in the course of a profession or non-investment businessArticle 68 Activities carried on in connection with the sale of goods or supply of servicesArticle 69 Groups and joint enterprisesArticle 70 Activities carried on in connection with the sale of a body corporateArticle 71 Activities carried on in connection with employee share schemesArticle 72 Overseas personsArticle 72A Information society servicesArticle 72AA Managers of UK UCITS and AIFsArticle 72B Activities carried on by a provider of relevant goods or servicesArticle 72C Provision of information on an incidental basisArticle 72D Large risks contracts where risk situated outside the United KingdomArticle 72E Business Angel-led Enterprise Capital FundsArticle 72F InterpretationArticle 72G Local authoritiesArticle 72H Insolvency practitionersArticle 72I Registered consumer buy-to-let mortgage firmsArticle 72J Persons seeking to use the exemption under Article 2.1(j) of the markets in financial instruments directivePart III Specified investments (arts. 73-89)Article 73 Investments: generalArticle 74 DepositsArticle 74A Electronic moneyArticle 75 Contracts of insuranceArticle 76 Shares etc.Article 77 Instruments creating or acknowledging indebtednessArticle 77A Alternative finance investment bondsArticle 78 Government and public securitiesArticle 79 Instruments giving entitlements to investmentsArticle 80 Certificates representing certain securitiesArticle 81 Units in a collective investment schemeArticle 82 Rights under a pension schemeArticle 82ZA Pensions in respect of which information is requested or provided using a pensions dashboard serviceArticle 82A Greenhouse gas emissions allowancesArticle 82B Emission allowancesArticle 83 OptionsArticle 84 FuturesArticle 85 Contracts for differences etc.Article 86 Lloyd's syndicate capacity and syndicate membershipArticle 87 Funeral plan contractsArticle 88 Regulated mortgage contractsArticle 88A Regulated home reversion plansArticle 88B Regulated home purchase plansArticle 88C Regulated sale and rent back agreementsArticle 88D Credit agreementArticle 88E Consumer hire agreementArticle 89 Rights to or interests in investmentsPart IIIA Specified Activities in Relation to Infomation (arts. 89A-89E)The activities (arts. 89A-89B and draft art. 89BA)Article 89A Providing credit information servicesArticle 89B Providing credit referencesArticle 89BA Operating a pensions dashboard serviceExclusions (arts. 89C-89D)Article 89C Activities carried on by members of the legal profession, etcArticle 89D Other exclusionsSupplemental (art. 89E)Article 89E Meaning of "consumer" etc.Part IIIB Claims Management Activities in Great Britain (arts. 89F-89W)The activities (arts. 89F-89M)Article 89F Specified kinds of claims management activityArticle 89G Seeking out, referrals and identification of claims or potential claimsArticle 89H Advice, investigation or representation in relation to a personal injury claimArticle 89I Advice, investigation or representation in relation to a financial services or financial product claimArticle 89J Advice, investigation or representation in relation to a housing disrepair claimArticle 89K Advice, investigation or representation in relation to a claim for a specified benefitArticle 89L Advice, investigation or representation in relation to a criminal injury claimArticle 89M Advice, investigation or representation in relation to an employment related claimExclusions (arts. 89N-89W)Article 89N Claims management activity conducted by legal professionalsArticle 89O Claims management activity conducted by a charity or not-for-profit agencyArticle 89P Claims management activity conducted by a person appointed by a statutory or other public bodyArticle 89Q Claims management activity conducted by the Motor Insurers' BureauArticle 89R Claims management activity conducted by a medical defence unionArticle 89S Claims management activity conducted an independent trade unionArticle 89T Claims management activity conducted by a students' unionArticle 89U Claims management activity conducted by an insurance intermediaryArticle 89V Certain providers of referralsArticle 89W Services in connection with counterclaims and claims against third partiesPart IV Consequential provisions (arts. 90-91)Regulated mortgage contracts: consequential provisions (arts. 90-91)Article 90 Consequential amendments of the Consumer Credit Act 1974Article 91 Consequential amendments of subordinate legislation under the Consumer Credit Act 1974Part V Unathorised Persons Carrying on Insurance Distribution Activities (arts. 92-96)Article 92 InterpretationArticle 93 Duty to maintain a record of unauthorised persons carrying on insurance distribution activitiesArticle 94 Members of designated professional bodiesArticle 95 Exclusion from record where not fit and proper to carry on insurance distribution activitiesArticle 96 Exclusion from the record where FCA has exercised its powers under Part XX of the ActPart VI Miscellaneous (art. 97)Article 97 Disapplication of section 49(2) of the ActSchedule 1 Contracts of insuranceSchedule 1, Part I Contracts of general insurance (paras. 1 - 18)Schedule 1, Part II Contracts of long-term insurance (paras. I - IX)Schedule 2 Financial Instruments and Investment services and activitiesSchedule 3 Exemptions from the definition of "investment firm"Schedule 4 Relevant Text of the Insurance Distribution DirectiveSchedule 4A Meaning of "borrower" in relation to green deal credit agreementsSchedule 5 Specified BenchmarksSchedule 6 Functions Included in the Activity of Managing a UCITS: Annex II to the UCITS DirectiveSchedule 7 Additional Activities Included in the Activity of Managing an AIF Listed in Paragraph 2 of Annex I to the Alternative Investment Fund Managers DirectiveSchedule 8 Persons Exluded From Regulated Activity of Managing an AIFSignatureExplanatory Note
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Article 25DB Operating an electronic system for public offers of relevant securities
(1) Operating an electronic system by means of which a qualifying public offer is made is a specified kind of activity.
(2) "Qualifying public offer" means an offer of relevant securities to the public in the United Kingdom that meets the following conditions.
(3) Condition A is that, if paragraph 13 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024 (which exempts offers made by means of a regulated platform) were disregarded, the offer would be prohibited by regulation 12(1) of those Regulations.
(4) Condition B is that the relevant securities -