meta_id 3201775

On June 1, 2026, the Gibraltar Financial Services Commission (GFSC) published a comprehensive Guidance Note on the assessment of acquisitions and increases in control over Gibraltar regulated firms. The guidance replaces the Joint Guidelines on the prudential assessment of acquisitions and increases of qualifying holdings in the financial sector that applied from October 1, 2017, and provides updated expectations for identifying controllers, submitting notifications, and assessing proposed acquisitions under Part 9 of the Financial Services Act 2019 (FSA). The guidance establishes the GFSC's expectations across four key areas. First, it clarifies how to identify controllers, including concepts of significant influence (holdings below 10 percent that enable exercise of management influence), aggregation of holdings, and indirect controllers through complex ownership structures such as limited partnerships and minority controller chains. Second, it sets out requirements for submitting section 111 notices, emphasizing early engagement with the GFSC to determine additional information requirements based on transaction complexity. The GFSC identifies scenarios requiring enhanced due diligence, including transformative changes of control, complex group structures, cross-border transactions, substantial debt financing, private equity ownership, and sovereign wealth fund involvement. Third, the guidance details assessment criteria under sections 118 and 119 of the FSA, covering the reputation and professional competence of proposed controllers, the fitness and propriety of individuals who will direct the firm, financial soundness, compliance with prudential requirements, and anti-money laundering and counter-terrorism financing considerations. Fourth, it explains the GFSC's approach to imposing conditional approvals when advancing regulatory objectives. The guidance applies to all Gibraltar regulated firms and persons subject to change of control requirements. Assessment periods vary from 60 working days for non-complex or moderately complex transactions to six months for complex acquisitions. Credit institutions require ministerial consent where proposed controllers hold more than 20 percent of shares or voting power. The GFSC expects Gibraltar regulated firms to notify it of any proposed or actual change of control, regardless of whether the controller fulfills their own notification obligations. REFERENCES: Gibraltar Financial Services Commission. (June 1, 2026). Guidance Note – Assessment of Acquisitions and Increases in Control, Version 1. Available at: www.gfsc.gi