CHAPTER 28 / 55 · Paid
FS-3.2 Nominee Company (Approval).
An approval under section 78, not a management licence.
Approx. 12 min with exercisesLaw cut-off: 20 September 2026Our approach
By the end of this chapter
- Describe the shop in one paragraph from the first file on the desk.
- Decide the promoter’s next asks: which stay on this letter, which need another paper.
- Keep neighbouring permissions off this desk.
- Cite the enabling section and treat the licence letter as the book.
FSC · FS-3.2 · Approval
1. Harbour Nominee Ltd’s shop
Harbour Nominee Ltd is the desk this chapter is for. Approval of a nominee company.
The first file on the desk is this. Harbour Nominee Ltd will hold shares as nominee for GBL clients of Harbour MC Ltd. FS-3.2 approval under section 78.
Three facts have to stay true of that book. First, the letter is the activity specified. This is a approval under Financial Services Act 2007, Section 78. A company name is not a permission.
Second, neighbouring papers stay off this desk. Not FS-3.1A, not the beneficial owner, and not an Authorised Company.
Third, the assumptions stay in the file. Fictional nominee. Cut-off 20 September 2026.
Financial Services Act 2007, Section 78. See the register note · Open the published text ↗.
2. A week with A share nominee for GBL clients
Monday. The promoter walks in with “A share nominee for GBL clients.” Write the facts before anyone names a code: Harbour Nominee Ltd will hold shares as nominee for GBL clients of Harbour MC Ltd.
Tuesday. The team writes the activity in the words of the licence letter, not the brass plate. Approval of a nominee company.
Wednesday. They record what this permission is used for. FS-3.2 approval under section 78.
Thursday. They write what the letter does not cover. The nominee approval is not a GBL and not the MC licence.
Friday. They lock the assumptions. Fictional nominee. Cut-off 20 September 2026. The file is ready for the application, not for a slogan on a slide.
The other files on this desk should look like that first one: a named person, a specified activity, and a letter that matches the work. That is what FS-3.2 is used for. The Act matters when Harbour Nominee Ltd applies, when the Commission writes conditions onto the letter, and when the same promoter telephones with a different idea.
3. What the same promoter asks next
The facts are fictional. The method is the course: keep the shop you have just watched, and ask which desk is now doing the work.
This licence
A share nominee for GBL clients
Harbour Nominee Ltd will hold shares as nominee for GBL clients of Harbour MC Ltd.
Why it fits. FS-3.2 approval under section 78.
Different paper
The same promoter asks for FS-3.1A
The slide says the FS-3.2 letter already covers it because the same company, the same officers or the same client are on the file.
Why it does not. Keep the neighbouring paper off this desk. The nominee approval is not a GBL and not the MC licence.
Different paper
The same promoter asks for the beneficial owner
The slide says the FS-3.2 letter already covers it because the same company, the same officers or the same client are on the file.
Why it does not. Keep the neighbouring paper off this desk. The nominee approval is not a GBL and not the MC licence.
| The promoter asks Harbour Nominee Ltd to… | This licence? | Why |
|---|---|---|
| A share nominee for GBL clients | Yes | FS-3.2 approval under section 78. |
| The same promoter asks for FS-3.1A | No | Keep the neighbouring paper off this desk. The nominee approval is not a GBL and not the MC licence. |
| The same promoter asks for the beneficial owner | No | Keep the neighbouring paper off this desk. The nominee approval is not a GBL and not the MC licence. |
4. Papers that sit beside this one
Not FS-3.1A, not the beneficial owner, and not an Authorised Company. Name the other desk when the work changes: FS-3.1A; the beneficial owner; an Authorised Company.
- FS-3.1A
- the beneficial owner
- an Authorised Company
Neighbouring codes have their own chapters. Do not import their books into this letter.
5. The letter and the file
A nominee company, typically in the management-company structure. Published licensing criteria on the FSC codified list (consolidation as at 1 July 2026) are guidance. Fees as at 1 July 2026: Directory processing 300 and annual 500, plus the first-annual-licence-fee quartering table for Nominee (USD 500 / 375 / 250 / 125 depending on application quarter). Status at cut-off: Published approval category as at 1 July 2026.
Who may hold it. A nominee company, typically in the management-company structure. Section 78 is the locator.
Published criteria. Published licensing criteria on the FSC codified list (consolidation as at 1 July 2026) are guidance. They neither derogate from nor restrict the Commission’s statutory powers, and they must be read with the relevant Act, rules, codes and circulars. FS-3.2 form and criteria. The nominee holds for another; it does not become the client GBL.
Rules, codes and circulars. CL20260107 for renewal. Bank-signatory circulars attach to GBCs through their MCs, not to the nominee as if it were the GBC.
6. How to cite FS-3.2
| Coordinate | As at 20 September 2026 |
|---|---|
| Directory code | FS-3.2 Nominee Company (Approval) |
| Legal nature | Approval |
| Enabling law | Financial Services Act 2007 · Section 78 |
| Fees as at 1 July 2026 | Directory processing 300 and annual 500, plus the first-annual-licence-fee quartering table for Nominee (USD 500 / 375 / 250 / 125 depending on application quarter). Confirm currency on the live schedule. |
| Status at cut-off | Published approval category as at 1 July 2026. |
The structured library card keeps the same coordinates for search. Open FS-3.2 in the reference library.
FSC codified list of licences, authorisations, approvals, recognitions and registrations ↗Register noteFinancial Services Act 2007 ↗Register noteFSC licensing and fees amendment rules 2026 ↗Register noteFSC Circular Letter CL20260107 — review of fees and renewal of licences ↗Register noteFSC rules and regulations directory ↗Register noteFinancial Services Act — Global Business and Authorised Company overlay ↗Register note
PAUSE & REFLECT
Check your understanding.
Three questions to make the ideas stick. Your score is saved on this browser; this is a learning exercise, not a qualification.
Follow the sources.
Each title opens the published text. The register note records the edition used for this course.
- FSC codified list of licences, authorisations, approvals, recognitions and registrations ↗ All published category codes, fees, forms and licensing-criteria columns; consolidation as at 1 July 2026 · Register note
- Financial Services Act 2007 ↗ Sections 2, 14, 14A, 16–18, 25, 33, 71A, 72, 77, 77A, 77B, 77C, 78, 79A; Second Schedule Parts I–III; Fifth Schedule · Register note
- FSC licensing and fees amendment rules 2026 ↗ Rule 3 and replacement First Schedule; rule 4 commencement · Register note
- FSC Circular Letter CL20260107 — review of fees and renewal of licences ↗ 1 July 2026 fee review; annual-fee due date 30 September 2026; FSCOne alternative arrangements · Register note
- FSC rules and regulations directory ↗ Consolidated licensing and fees rules; sector-specific rules including Securities (Licensing) Rules and Family Office Rules · Register note
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