GFSC publishes Guidance Note on the assessment of acquisitions and increases in control over Gibraltar regulated firms.

Yesterday, 1 June 2026, the Gibraltar Financial Services Commission ("GFSC") published its Guidance Note on the assessment of acquisitions and increases in control over Gibraltar regulated firms. The guidance, which follows consultation with industry, replaces the Joint Guidelines on the prudential assessment of acquisitions and increases of qualifying holdings in the financial sector previously published by the Joint Committee of the European Supervisory Authorities. It is relevant to all Gibraltar regulated firms and, in particular, to persons to which the change of control requirements set out in Part 9 of the Financial Services Act 2019 (the "FSA") apply.

The Guidance Note provides welcome clarity on a number of areas that have, until now, been the subject of uncertainty. Below is a summary of the key points addressed.

Significant Influence 

The GFSC has confirmed that a proposed acquisition which does not amount to 10% of the shares or voting rights of a Gibraltar regulated firm should nonetheless be subject to prior notification and the change of control assessment if the holding would enable the proposed controller to exercise significant influence over the management of the firm, whether or not such influence is actually exercised. The GFSC sets out a non-exhaustive list of factors relevant to any determination of whether significant influence may be exercised. These include:

• including representation on the management body;
• the ability to direct or influence board decisions;
• making recommendations to the board which are almost always followed;
• the ability to appoint or remove board members;
• material and regular transactions with the firm;
• the existence of veto rights over material matters; and
• the overall ownership structure, particularly where shareholdings are dispersed and no single party holds a clear controlling interest.

Aggregation of Holdings and Acting in Concert 

The GFSC identifies two situations requiring the aggregation of holdings for the purposes of determining whether control has been acquired or increased. 

1. Where shares or voting power are held by persons acting in concert; and
2. where one person's holding of voting power is attributed to another person as "deemed voting power". 

These situations may apply concurrently.

On acting in concert, which is not defined in the FSA for these purposes, the GFSC views persons as acting in concert when each decides to exercise rights linked to shares in accordance with an explicit or implicit agreement between them. This will typically include family members, those with close relationships, or those controlled by a common undertaking. However, the GFSC does not intend to apply the regime in a way that inhibits legitimate shareholder cooperation aimed at exercising good corporate governance. Pre-emption rights, drag along rights and tag along rights are unlikely to trigger the notification requirement.

Indirect Controllers and Limited Partnership Structures

The guidance clarifies that all parent undertakings in the ownership chain of a minority controller are captured as controllers of the Gibraltar regulated firm, each assigned the same level of control that the minority controller holds. In the context of limited partnership structures, GPs who exercise voting rights or dominant influence over a fund will generally be treated as controllers. Where different funds individually hold below the 10% threshold but share a common GP, the aggregation of voting rights may render the GP an indirect controller. LPs with no management role will not ordinarily be controllers, though some may be depending on their proportional interest and level of involvement. 

The GFSC’s Assessment Approach 

The GFSC may vary the intensity of its assessment based on the nature, size and complexity of the transaction. The assessment criteria cover the reputation of the proposed controller (integrity and professional competence), financial soundness, ongoing compliance with prudential requirements, and the risk of money laundering, terrorist financing or proliferation financing. Integrity is assessed in all cases regardless of holding size, and extends to the controller's legal and beneficial owners. Professional competence is evaluated by reference to both management experience and technical expertise, though reduced requirements may apply where the controller is unlikely to exercise significant influence. Financial soundness is assessed over the foreseeable future (typically three years) and while the use of borrowed funds does not automatically render a controller unsuitable, the GFSC will consider whether any resulting indebtedness could impair soundness or prudential compliance.

Pre-Notification Engagement and Completeness 

Importantly, Gibraltar regulated firms themselves are independently required to notify the GFSC of any proposed or actual change of control, regardless of whether the controller has fulfilled its own notification obligations. The GFSC also confirms that where a person crosses a control threshold involuntarily, for example, through a share buyback, they must notify the GFSC immediately upon becoming aware, even if they intend to reduce their holding below the threshold. The GFSC continues to strongly encourage early engagement prior to formal submission of a section 111 notice, as this will increase the chances of the notification being deemed complete and allow the assessment to commence sooner. The assessment period is 60 working days for non-complex or moderately complex cases, and six months for complex cases.

For more information, please feel free to get in touch at: jerome.compson@hassans.gi.