Becoming an Appointed Representative (AR) offers firms a fast, efficient route to conducting regulated investment activities in the UK without seeking direct FCA authorisation. Under this model, a Principal Firm such as Suntera assumes regulatory responsibility for the AR’s permitted activities, enabling businesses across private equity, venture capital, real estate, corporate finance, and related sectors to operate compliantly while focusing on their core commercial objectives.
An Appointed Representative is a legal person (e.g. company or partnership) that has been appointed by a Principal Firm (e.g. Suntera UK (“Suntera”)) and has signed an Appointed Representative Agreement (“ARA”).
Subject to meeting certain conditions, anyone can become an Appointed Representative. In general, Suntera takes on Appointed Representatives from the following industry sectors:
If your sector is not listed, we may still be able to support you. Please feel free to get in touch with us.
There are many conditions that need to be met and in summary they include inter alia:
In short, you need to be an Appointed Representative or directly authorised by the FCA if you wish to perform, by way of business in the UK, a regulated activity.
There are many regulated activities that can be conducted. However, KAL only have permissions for the following activities:
We can help you evaluate which regulated activities you are undertaking, or you may like to speak to your legal adviser.
Often a key reason to become an Appointed Representative is speed to market. However, this is too complex a question to be answered properly in this Q&A. Please speak to your Suntera contact. who can help you assess whether the activities you are expecting to undertake require a licence from the FCA, either directly or via Suntera.
We can help you become directly authorised by the FCA. Please see here for more information.
Once you have an authorisation in principal from the FCA they will work with us to ensure that there is no timing gap between us removing you from the register and your full licence from the FCA become effective.
Suntera is responsible for certain actions and omissions of the Appointed Representative as they relate to the regulated activities undertaken. This places Suntera at risk, and as a result we must ensure that the Appointed Representative is conducting business prudently.
Individuals within the Appointed Representative can be fined directly by the FCA (in the same way as if the Appointed Representative was directly authorised by the FCA) – Suntera has designed its policies and procedures around protecting those individuals.
Suntera only takes responsibility for activities you do that amount to regulated activities, if you are also undertaking other activities or bundle other services into your agreements with clients, we do not take responsibility for those.
In the same vein, we do not take responsibility for your tax affairs (to HMRC), compliance with employment legislation, that you pay your rent-on time (to your landlord), etc.
However, we do care if your other activities impact your ability to provide regulated activities to clients e.g. because of conflicts of interest, etc.
Think of us like an internal compliance team.
How much support will you provide us?
Think of us like your compliance function, we will advise and guide you on all aspects of your business.
Basically, the people that pay you money because you have agreed to provide them with services which amount to a Regulated Activity. Having a chat with a potential investor and giving them some information doesn’t then mean they are your client. You will have to have established a duty of care to them and documented this in a written agreement.
This is a complex definition but generally they are legal persons who work in the investment sector plus other legal persons that are very large. You can also sign-up individuals to be Professional clients in certain circumstances.
We do not allow our ARs to:
We have a streamlined approach to onboarding Appointed Representatives, please reach out to us for more information.
This will depend on the precise activities being conducted. However, we will require at least the following information:
This is called an Appointed Representative Agreement.
A Tied Agent is a type of Appointed Representative and we will let you know if you are of this type.
It is one which performs activities which amount to Investment Services, as defined by the Markets in Financial Instruments Directive (”MiFID”).
Not all ARs will be Tied Agents.
The Investment Services are defined in MiFID and those that can be performed by a Tied Agent include:
Once its name appears on the Financial Services Register and the appropriate individuals have been licensed.
ARs can start working for clients when the necessary individual approvals have been received from the FCA.
Individuals that are working for the Appointed Representative need to be approved by the FCA where they are either:
We ask for at least the following information:
It is our policy that such persons are approved by the FCA.
The form that the person signs gives the FCA the ability under law to take direct action against the individual.
We will provide you with policies which you must follow, please read these and let us know if anything is unclear.
The policies are designed to help protect the individuals that are licenced by the FCA.
If there is a culture of trying to act in the best interests of your client then it is unlikely that implementing the policies will impact your day-to-day client facing activities.
There is a significant number of records that need to be kept and we find that this is the main area where our Appointed Representatives feel takes time.
There are periodic training requirements for persons holding controlled functions.
The conduct standards expected of Appointed Representatives by the FCA are the same as if the business was being performed by Suntera directly.
However, there are many rules that do not apply directly to the Appointed Representative in relation to:
What will be the main interaction between an Appointed Representative and Suntera?
This will depend on the nature of the activities performed and will change as we get to know you better. However, in general, we expect that the touch points will be:
We can provide you with names of legal firms that can advise you on this matter.
They will apply to you in the same way irrespective of whether you are an Appointed Representative of Suntera and are not within the scope of our services as a Principal Firm.
