Westminster Policy News & Legislative Analysis

Treasury Updates FSMA Definitions Ahead of 2027 CRR Revocation

HM Treasury has made the Credit Institutions and Investment Firms (Miscellaneous Definitions) (Amendment) Regulations 2026, S.I. 2026/480, with commencement set for 1 January 2027. The instrument applies across England and Wales, Scotland and Northern Ireland and was made on 29 April 2026. According to the text on legislation.gov.uk, the Regulations were made under the Financial Services and Markets Act 2023 and approved by both Houses of Parliament under the affirmative procedure. The purpose is not to introduce a new prudential framework. It is to keep existing UK financial services legislation working once a set of retained EU law definitions disappears at the start of 2027.

The trigger is the full revocation of Article 4 of Regulation (EU) No 575/2013, the Capital Requirements Regulation. The Explanatory Note records that section 1 of, and Schedule 1 to, the Financial Services and Markets Act 2023 revoke the Regulation, with Article 4 falling away on 1 January 2027 under the Financial Services and Markets Act 2023 (Commencement No. 13) Regulations 2026. Article 4 has done more than supply terminology for the CRR itself. Over time, its definitions were imported into a wide range of UK primary and secondary legislation. HM Treasury’s response in this instrument is therefore a restatement exercise: key terms are moved into domestic legislation, obsolete EU cross-references are removed, and related provisions are adjusted so that supervisors and firms are not left with gaps in interpretation.

Most of the drafting work sits in the Financial Services and Markets Act 2000. The Regulations amend sections dealing with general meetings, recovery plans, FCA investment firms, parent undertaking rules, auditor reporting and close links. They also replace or restate definitions used in prudential supervision, including 'CRR firm', 'Part 4A investment firm', 'UK parent financial holding company' and 'UK parent mixed financial holding company'. One practical shift is that several concepts now point to domestic sources rather than the revoked CRR. 'Consolidated situation' is tied to the PRA Rulebook glossary, while other terms are anchored in FSMA itself, the Companies Act 2006 or specific UK statutory instruments. That gives the FCA and PRA a clearer domestic legal base for supervision after 1 January 2027.

The most important consolidation sits in section 417 of FSMA. Regulation 15 inserts or updates definitions for 'designated investment firm', 'financial holding company', 'financial institution', 'mixed financial holding company', 'Part 4A investment firm', 'PRA Rulebook', 'subsidiary' and 'undertaking'. The same provision also sets out tests for deciding when a financial institution’s subsidiaries are mainly credit institutions, designated investment firms or financial institutions, and gives the PRA power to make, amend or revoke determinations on that point. The instrument also inserts new Schedule 19D into FSMA. That schedule recreates a domestic list of activities that previously sat in the CRR’s Annex I vocabulary, including lending, financial leasing, payment services, guarantees, trading, securities issuance work, corporate finance advice, money broking, portfolio management, safekeeping, electronic money and investment services. In legislative terms, that schedule becomes a new reference point wherever older text depended on Annex I activities.

The restatement extends beyond FSMA. In the Banking Act 2009, the definition of 'own funds' is rewritten so that it means the sum of Tier 1 capital and Tier 2 capital, with both terms now taken from the Own Funds (CRR) Part of the PRA Rulebook. That is a small drafting change with wider importance, because resolution and stabilisation provisions need a continuing domestic definition once CRR wording is revoked. Secondary legislation is updated on the same basis. The Financial Conglomerates and Other Financial Groups Regulations 2004 gain domestic definitions for 'ancillary services undertaking', 'common management relationship' and related group concepts. The Bank Recovery and Resolution (No. 2) Order 2014 receives a revised definition of 'UK parent institution', aligned with the new FSMA vocabulary on designated investment firms, financial institutions and participations. The Excluded Activities and Prohibitions Order 2014 is amended so that it now points to Schedule 19D rather than to the old Annex I terminology.

One of the more substantive-looking amendments appears in the Securitisation Regulations 2024, although it is still presented as part of the same continuity exercise. Regulation 23 inserts the concept of an 'excluded arrangement' for transactions or schemes entered into before 1 January 2027 that were not previously securitisations and would only be brought into scope because of the redrafted wording. The definition of 'securitisation' is then adjusted so that certain exposures are not treated as securitisations where all of the stated features are present: the borrowing entity exists to finance or operate physical assets, it has little independent repayment capacity beyond the asset income, the lender has substantial control over the assets and revenue, and repayment depends mainly on income generated by those assets. For firms working on structured finance, that is a point that will warrant close legal reading rather than assumption.

For firms, the immediate consequence is not a fresh capital package but a documentation and interpretation exercise. Banks, building societies, designated investment firms, holding companies, asset managers and advisers will need to review internal glossaries, recovery and resolution materials, governance documentation, group charts and template disclosures before 1 January 2027. Any policy or legal analysis that still relies on Article 4 of the Capital Requirements Regulation as the operative source will need to be updated. The timing matters because the amendments reach across several supervisory functions at once. Group supervision tests, approval applications, qualifying holding analysis, close-links reporting and securitisation perimeter assessments will all depend on the restated domestic wording. Legal teams are likely to treat this as a cross-reference exercise, but it is still one with direct implications for filings, board papers and transaction documents.

The Explanatory Note states that no impact assessment has been published because no impact, or no significant impact, is foreseen for the private, voluntary or public sector. That points to HM Treasury’s view of the measure as maintenance legislation designed to preserve continuity at the point where retained EU law definitions fall away. Even so, the breadth of S.I. 2026/480 is notable. By restating definitions across FSMA, the Banking Act, conglomerates rules, recovery and resolution legislation and the securitisation regime, the Treasury is completing another technical but necessary stage in the post-EU rewrite of UK financial services law. The instrument was signed on 29 April 2026 by Christian Wakeford and Gen Kitchen, acting as Lords Commissioners of His Majesty’s Treasury.