Part V

Performance of Regulated Activities

Conduct of approved persons and others

Misconduct: action by the FCA
66A
1
For the purposes of action by the FCA under section 66, a person is guilty of misconduct if any of conditions A to C is met in relation to the person.
2
Condition A is that—
a
the person has at any time failed to comply with rules made by the FCA under section 64A, and
b
at that time the person was—
i
an approved person, ...
ii
an employee of
an
authorised person
, or
iii
a director of an authorised person.
3
Condition B is that—
a
the person has at any time been knowingly concerned in a contravention of a relevant requirement by an authorised person, and
b
at that time the person was—
i
an approved person in relation to the authorised person, ...
ii
... an employee of the authorised person
, or
iii
a director of the authorised person.
4
In this section “
relevant requirement
” means a requirement—
a
imposed by or under this Act, ...
aa
imposed by the Alternative Investment Fund Managers Regulations 2013 ...;
ab
imposed by the Undertakings for Collective Investment in Transferable Securities Regulations 2011, ...
ac
imposed by or under the Securitisation Regulations 2024, or
b
imposed by any
qualifying provision
specified, or of a description specified, for the purposes of this subsection by the Treasury by order.
5
Condition C is that—
a
the person has at any time been a senior manager in relation to
an
authorised person,
b
there has at that time been (or continued to be) a contravention of a relevant requirement by the authorised person, ...
c
the senior manager was at that time responsible for the management of any of the authorised person's activities in relation to which the contravention occurred
, and
d
the senior manager did not take such steps as a person in the senior manager's position could reasonably be expected to take to avoid the contravention occurring (or continuing).
6. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
For the purposes of subsection (5)—
- “
senior manager
”, in relation to
an
authorised person, means a person who has approval under section 59 to perform a designated senior management function in relation to the carrying on by the authorised person of a regulated activity;
...
8
In this section—
- “approved person”—
  1. means a person in relation to whom an approval is given under section 59, and
  2. in relation to an authorised person, means a person in relation to whom such approval is given on the application of the authorised person;
- “
director
”, in relation to an authorised person, has the same meaning as in section 64A;
- “
employee
”, in relation to a person, has the same meaning as in section 64A.
9. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pt. 5 modified (1.12.2001) by S.I. 2001/3592, arts. 1(2), 114(3)(a), 128(3)(a) (with art. 23(2))
Words in s. 66A(3)(b)(ii) omitted (13.9.2018 for specified purposes, 10.12.2018 for specified purposes, 18.7.2019 for specified purposes, 9.8.2019 for specified purposes, 9.12.2019 for specified purposes, 7.12.2020 in so far as not already in force) by virtue of Bank of England and Financial Services Act 2016 (c. 14), s. 41(3), Sch. 4 para. 16(3); S.I. 2018/990, reg. 2(1)(2)(3) (with regs. 3-6); S.I. 2019/1136, reg. 2(2)(3)(4)(5) (with regs. 3-5, 7)
Pt. 5 modified (7.11.2018) by The EEA Passport Rights (Amendment, etc., and Transitional Provisions) (EU Exit) Regulations 2018 (S.I. 2018/1149), regs. 1(2), 23 (with regs. 4, 22, 26(1)(2)) (as amended (31.1.2020 immediately before exit day) by The Financial Services (Consequential Amendments) Regulations 2020 (S.I. 2020/56), regs. 1, 6(2))
Word in s. 66A(5)(a) substituted (13.9.2018 for specified purposes, 10.12.2018 for specified purposes, 18.7.2019 for specified purposes, 9.8.2019 for specified purposes, 9.12.2019 for specified purposes, 7.12.2020 in so far as not already in force) by Bank of England and Financial Services Act 2016 (c. 14), s. 41(3), Sch. 4 para. 16(4); S.I. 2018/990, reg. 2(1)(2)(3) (with regs. 3-6); S.I. 2019/1136, reg. 2(2)(3)(4)(5) (with regs. 3-5, 7)
S. 66A(2)(b)(iii) and word inserted (6.7.2016) by Bank of England and Financial Services Act 2016 (c. 14), ss. 25(2)(b), 41(3); S.I. 2016/627, reg. 2(1)(s)
Word in s. 66A(4) omitted (30.1.2024 for specified purposes, 1.11.2024 in so far as not already in force) by virtue of The Securitisation Regulations 2024 (S.I. 2024/102), reg. 2(1)(e)(2), Sch. 1 para. 3(a) (with Sch. 3); as amended by S.I. 2024/705, regs. 1(2), 2(2)
Words in s. 66A(4)(b) substituted (31.12.2020) by The Financial Services and Markets Act 2000 (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/632), regs. 1(3), 27; 2020 c. 1, Sch. 5 para. 1(1)
Word in s. 66A(4)(aa) omitted (18.3.2016) by virtue of The Undertakings for Collective Investment in Transferable Securities Regulations 2016 (S.I. 2016/225), regs. 1, 2(3)(a)
Ss. 66-70 applied (with modifications) (1.1.2019) by The Securitisation Regulations 2018 (S.I. 2018/1288), reg. 1, Sch. 1 para. 1 (with Sch. 1 paras. 13, 14)
S. 66A applied (with modifications) (14.1.2025 for specified purposes) by The Short Selling Regulations 2025 (S.I. 2025/29), regs. 2(2)(3), 24, 25, Sch. 1 Pts. 1, 2
Ss. 66A, 66B inserted (7.3.2016 for specified purposes, 10.5.2016 in so far as not already in force) by Financial Services (Banking Reform) Act 2013 (c. 33), ss. 32(2), 148(5); S.I. 2015/490, art. 2(1)(e) (as inserted by S.I. 2015/2055, art. 2(4) and with savings and transitional provisions in S.I. 2015/492 (as amended by S.I. 2015/1660)); S.I. 2016/568, art. 2
Word in s. 66A(5)(b) omitted (10.5.2016) by virtue of Bank of England and Financial Services Act 2016 (c. 14), ss. 25(2)(e), 41(3); S.I. 2016/569, reg. 2
S. 66A(4)(aa) inserted (7.3.2016) by The Financial Services and Markets Act 2000 (Misconduct and Appropriate Regulator) Order 2015 (S.I. 2015/1864), arts. 1(2), 2(3)
Ss. 64A, 64B and cross-heading inserted (25.7.2014 for specified purposes, 7.3.2016 for specified purposes) by Financial Services (Banking Reform) Act 2013 (c. 33), ss. 30(3), 148(5); S.I. 2014/1819, art. 2(2)(c); S.I. 2015/490, art. 2(1)(d) (as inserted by S.I. 2015/2055, art. 2(4) and with savings and transitional provisions in S.I. 2015/492 (as amended by S.I. 2015/1660))
Words in s. 66A(8) inserted (6.7.2016) by Bank of England and Financial Services Act 2016 (c. 14), ss. 25(2)(h), 41(3); S.I. 2016/627, reg. 2(1)(s)
Word in s. 66A(3)(b)(i) omitted (6.7.2016) by virtue of Bank of England and Financial Services Act 2016 (c. 14), ss. 25(2)(c), 41(3); S.I. 2016/627, reg. 2(1)(s)
Word in s. 66A(7) substituted (13.9.2018 for specified purposes, 10.12.2018 for specified purposes, 18.7.2019 for specified purposes, 9.8.2019 for specified purposes, 9.12.2019 for specified purposes, 7.12.2020 in so far as not already in force) by Bank of England and Financial Services Act 2016 (c. 14), s. 41(3), Sch. 4 para. 16(5)(a); S.I. 2018/990, reg. 2(1)(2)(3) (with regs. 3-6); S.I. 2019/1136, reg. 2(2)(3)(4)(5) (with regs. 3-5, 7)
S. 66A(4)(ac) inserted (30.1.2024 for specified purposes, 1.11.2024 in so far as not already in force) by The Securitisation Regulations 2024 (S.I. 2024/102), reg. 2(1)(e)(2), Sch. 1 para. 3(b) (with Sch. 3); as amended by S.I. 2024/705, regs. 1(2), 2(2)
Ss. 66-70 applied (with modifications) (13.8.2017 for specified purposes, 13.1.2018 in so far as not already in force) by The Payment Services Regulations 2017 (S.I. 2017/752), reg. 1(2)(b)(i)(6), Sch. 6 para. 1 (with reg. 3) (as amended (29.8.2023) by Financial Services and Markets Act 2023 (c. 29), s. 86(3), Sch. 2 para. 72(a) (with s. 2(3)); S.I. 2023/779, reg. 4(zz)(iv))
Word in s. 66A(2)(b)(i) omitted (6.7.2016) by virtue of Bank of England and Financial Services Act 2016 (c. 14), ss. 25(2)(a), 41(3); S.I. 2016/627, reg. 2(1)(s)
S. 66A(5)(d) and word inserted (10.5.2016) by Bank of England and Financial Services Act 2016 (c. 14), ss. 25(2)(f), 41(3); S.I. 2016/569, reg. 2
S. 66A(6) omitted (10.5.2016) by virtue of Bank of England and Financial Services Act 2016 (c. 14), ss. 25(2)(g), 41(3); S.I. 2016/569, reg. 2
S. 66A(4)(ab) inserted (18.3.2016) by The Undertakings for Collective Investment in Transferable Securities Regulations 2016 (S.I. 2016/225), regs. 1, 2(3)(b)
Word in s. 66A(4)(a) omitted (7.3.2016) by virtue of The Financial Services and Markets Act 2000 (Misconduct and Appropriate Regulator) Order 2015 (S.I. 2015/1864), arts. 1(2), 2(2)
Pt. 5 modified by S.I. 2018/1149, reg. 69 (as inserted (1.3.2019) by The Financial Services Contracts (Transitional and Saving Provision) (EU Exit) Regulations 2019 (S.I. 2019/405), regs. 1(2), 4)
S. 66A(3)(b)(iii) and word inserted (6.7.2016) by Bank of England and Financial Services Act 2016 (c. 14), ss. 25(2)(d), 41(3); S.I. 2016/627, reg. 2(1)(s)
Words in s. 66A(7) omitted (13.9.2018 for specified purposes, 10.12.2018 for specified purposes, 18.7.2019 for specified purposes, 9.8.2019 for specified purposes, 9.12.2019 for specified purposes, 7.12.2020 in so far as not already in force) by virtue of Bank of England and Financial Services Act 2016 (c. 14), s. 41(3), Sch. 4 para. 16(5)(b); S.I. 2018/990, reg. 2(1)(2)(3) (with regs. 3-6); S.I. 2019/1136, reg. 2(2)(3)(4)(5) (with regs. 3-5, 7)
S. 66A(9) omitted (13.9.2018 for specified purposes, 10.12.2018 for specified purposes, 18.7.2019 for specified purposes, 9.8.2019 for specified purposes, 9.12.2019 for specified purposes, 7.12.2020 in so far as not already in force) by virtue of Bank of England and Financial Services Act 2016 (c. 14), s. 41(3), Sch. 4 para. 16(6); S.I. 2018/990, reg. 2(1)(2)(3) (with regs. 3-6); S.I. 2019/1136, reg. 2(2)(3)(4)(5) (with regs. 3-5, 7)
Word in s. 66A(2)(b)(ii) substituted (13.9.2018 for specified purposes, 10.12.2018 for specified purposes, 18.7.2019 for specified purposes, 9.8.2019 for specified purposes, 9.12.2019 for specified purposes, 7.12.2020 in so far as not already in force) by Bank of England and Financial Services Act 2016 (c. 14), s. 41(3), Sch. 4 para. 16(2); S.I. 2018/990, reg. 2(1)(2)(3) (with regs. 3-6); S.I. 2019/1136, reg. 2(2)(3)(4)(5) (with regs. 3-5, 7)