Restricted reading · Restricted access
FSMR, the statute
Before this door opens, the law asks who you are.
The managers and institutions this practice serves are not named here, and never will be.
Nothing on this website is an offer, a recommendation, or a view on the merits of any investment. To the extent that any part of it is an invitation or inducement to engage in investment activity within the meaning of section 21 of the Financial Services and Markets Act 2000, it is directed only at the persons described below, and it must not be acted on by anyone else. The four paragraphs that follow are short, they are the law, and they are the reason this door is shut.
Under section 21 of the Financial Services and Markets Act 2000, a firm that is not authorised by the Financial Conduct Authority must not communicate an invitation or inducement to engage in investment activity unless an exemption applies. Contravention is a criminal offence under section 25, and under section 30 an agreement that results from an unlawful communication may be unenforceable against the person who received it. Those consequences fall on the communicator. That is why this firm, and not you, polices this door.
This reading relies on the exemptions in the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005. Article 19 admits investment professionals: authorised and exempt persons, and persons whose ordinary activities involve carrying on activity of the kind this reading describes, for the purposes of a business. Article 49 admits high net worth companies, unincorporated associations and trusts that meet the thresholds the Order sets. A family office ordinarily enters through the vehicle it operates: where that company or trust meets the Article 49 thresholds, it may pass; a private individual does not pass by standing behind it. The conditions of both Articles require proper systems and procedures to keep this material from being acted on by anyone else, and this gate, together with the declarations it takes and the correction protocol beneath, is how those systems are kept.
Then this reading is not directed at you. The protections the law builds for retail investors exist precisely so that material of this kind does not reach them. A declaration made in words you know to be untrue is a misrepresentation: English law allows the party who relied on it to set aside what followed from it, and this firm will use that right, including to refuse any dealing that began at this door. You would stand outside every protection the regime built for you, by your own hand. We ask you instead, plainly and with respect, to go no further.
The categories above are creatures of United Kingdom law. No foreign equivalence exists and none is claimed: your own country's law decides what may lawfully be put in front of you and what you may act upon, and a number of jurisdictions restrict their residents from acting on foreign material of this kind. By proceeding, you confirm that you may lawfully do so under the law of your place of residence. That confirmation, and that responsibility, are yours alone.
Now tell us who you are. We will hold you to it exactly as far as the law does.
You told us on entry that you act for a family office, an institution or as a professional adviser. This door asks once more, and more narrowly, because the exemptions it relies on are narrower.
Then this reading is not for you, and nothing has been recorded yet.
Confirm the answer and the site closes to you, with corrections made in writing thereafter, as the panel below describes. If the click was an error, go back: nothing has happened.
Then we must ask you to stop here, and we ask it with respect.
The rules that close these readings to private individuals exist for their protection, and we keep them to the letter. Nothing you have seen here is an invitation to engage in investment activity. If your family maintains an office or retains professional advisers, they are welcome to read these pages and to write on your behalf. If you have answered in error, write to patrimony@bayswatertransflow.com stating so, and the answer will be corrected. Corrections are made in writing rather than by re-selection, so that the operation of this gate remains demonstrable.
Already written to us and received a code in reply?
The code stands. Your earlier answer is set aside on the written record you already made with us.
Your answer constitutes a representation as to your status, made by you and relied upon by Bayswater Transflow in determining whether this material may lawfully be made available to you. It does not transfer or diminish any obligation of the firm under section 21 of the Financial Services and Markets Act 2000, which remains the firm's alone. A representation made falsely is a misrepresentation on which the firm is entitled to rely, including by declining or rescinding any subsequent dealing. Your answer is stored locally in your browser only; it is not transmitted to, or recorded by, the firm.
Jurisdictions · room 09 of 18
The statute itself, read line by line.
Somebody will say the words fully regulated to you in a room in Abu Dhabi, and it will sound like an answer. Regulated under what, for which activity, and by which sentence closing the door? All three answers sit in one instrument: the Financial Services and Markets Regulations 2015, known everywhere in the zone as FSMR, the statute the licensed house is examined against. What follows is that instrument read at rule level: the prohibition, the catalogue beneath it, and the exclusions deciding who may stand beside a transaction without being inside it.
Where complexity arises · Jurisdictions · ADGM, six rooms
01 · The general prohibition
Where the whole regime starts
One sentence prohibits. The rest of the law says who may pass.
Every regime worth respecting is built the same way. Define a closed list of activity, shut the door on the whole list at once, then state in writing the conditions on which it opens. ADGM does it in one provision, short enough to carry in your head for the rest of the arrangement.
Section 19 of the Financial Services and Markets Regulations 2015 prohibits a person from carrying on a Regulated Activity in or from ADGM without authorisation. That is the general prohibition, deliberately blunt, and it tells you what a licence actually is. A permission is a release from this one sentence, granted for named activities and no others.
The United Kingdom's own general prohibition sits at section 19 of the Financial Services and Markets Act 2000. The Dubai International Financial Centre, the DIFC, states the same instinct at Article 41(1) of its Regulatory Law. Three centres, one architecture, and in ADGM's case a drafting hand that stayed unusually close to the English text. Your solicitor opening these Regulations is not learning a system. She is reading one she knows, at speed.
Four words carry a territorial test, asking where business is carried on rather than how substantial a party's involvement was. A firm with no place of business in the zone is not carrying on business in or from it merely because a structure it designed is later executed by a house licensed there. The authority granting the permission is read at the FSRA.
Put it early and in writing: which Regulated Activities does this house hold permission for. The answer is a list, not an adjective. A house that says fully regulated and moves on has told you nothing, and the useful thing is to notice it in the moment.
02 · Schedule 1
The catalogue
Not one perimeter. A list of separate ones, drawn finely.
Schedule 1 specifies the activities the general prohibition closes. They are separate items, separately permissioned, and the separations are not administrative tidiness. They decide who at your table may lawfully do what. Five shape any room where a manager's capital meets a licensed house.
- Dealing in Investments as Principal
Being in the transaction on one's own account, with one's own balance sheet exposed. Whatever else a party doing this is called at the meeting, it is a counterparty to you.
- Dealing in Investments as Agent
The same act, for another person's account. A separate item, its own permission. That a house may deal as agent tells you nothing about whether it may deal as principal, and that is the distinction an unprepared reader assumes away.
- Arranging Deals in Investments
Making arrangements with a view to another person entering into such a transaction. Note what the item does not require: the arranger need never have expressed a view on anything.
- Advising on Investments or Credit
Speaking to whether a person should enter into a transaction. Separate item, independently regulated, not a variety of arranging. Permission to arrange is not permission to advise, and no quantity of experience converts one into the other.
- Managing Assets
Holding discretion over another person's portfolio. This is what the house across the table holds permission for, and the reason that house, and only that house, manages anything of yours.
Hold the five apart and the table rearranges itself. The house holding discretion over your portfolio is not thereby licensed to tell you whether to grant it. The party who brought the room together may hold neither permission, and its silence on merits is not diffidence but the condition on which it stands there.
03 · The exclusions
Where the law is actually written
A wide definition is half the instrument. The exclusions are the other half.
In ADGM the exclusions sit inside Schedule 1 itself, most of them in the chapter carrying the activity they cut into. Within Chapter 2, which carries arranging, one is headed Arranging deals with or through Authorised Persons, at paragraph 21. Read in the order the provision reads, this is what it turns on.
- 01 The party is not an Authorised Person The provision addresses arrangements made by a person who is not authorised. A licensed house has no use for it and never reaches it. It was written for the party outside the perimeter, on purpose.
- 02 The transaction runs through the institution The arrangements must be for, or with a view to, a transaction the client enters into with or through an Authorised Person. The regulated party stands inside the transaction, everyone else beside it, and the Schedule knows which is which.
- 03 The advice belongs to the institution Either the transaction is entered into on advice given to the client by an Authorised Person, or it is clear in all the circumstances that the client is not seeking and has not sought the arranger's view on the merits. The limbs are disjunctive. Either one answers; both are not required.
- 04 The carve-outs, where it falls away The exclusion switches off where the transaction relates to a contract of insurance, and where the arranger receives from a person other than the client any advantage arising out of making the arrangements for which it does not account to the client. The second limb is the operative one: disclosure there is not presentation, it is the condition the provision stands on.
- 05 Non-ADGM Persons, a second exclusion beside it Schedule 1 carries a further, general exclusion at Chapter 18 for Non-ADGM Persons: arrangements made by a party with no ADGM presence, confined to transactions entered into by Authorised Persons or Exempt Persons, or advice given as a result of what the Schedule terms a legitimate approach, stand outside several of the specified Regulated Activities. It sits alongside paragraph 21, not instead of it, reinforcing the territorial line section 19 already draws.
04 · The position
Stated plainly, once
Designed before execution, and not a party to the transaction.
Bayswater Transflow is a specialist private-markets transaction-structuring firm. It designs the architecture of a transaction before execution begins, and it is not a party to the transaction it designs: it does not manage capital, hold it, place it or execute anything. It keeps no place of business in the ADGM and holds no licence or recognition from the Financial Services Regulatory Authority, and nothing here should be read as suggesting the FSRA authorises, licenses or endorses it. The work is carried on from the United Kingdom, with the position settled by United Kingdom counsel before any engagement begins.
The conditions above are not soft. The exclusion falls away where an advantage received from anyone other than the client goes unaccounted for. That is the clause, not a courtesy.
A position written in a rulebook can be checked; an improvised one can only be believed. The chapter goes to your own solicitor, the conditions are read against what the firm actually does, and each of them holds without anybody having to ask us anything.
05 · Why the text matters to you
The reason, given
We read a statute we do not answer to.
Because the licensed house answers to it in everything. Every permission that house holds is a release from section 19 for named activities, and every question its examiner puts begins in the Schedule above. When the institution forms its own advice to you, in its own name, it does so knowing the file behind that advice will be read against this text by somebody paid to find what is missing.
So the file we build anticipates the examiner. Not to shorten the institution's own examination, because nothing shortens that and nothing should, but to close the interval where your papers come back across the table for what they did not contain. What the licensed house owes you once you are classified is read at the conduct rules.
There is a plainer reason as well. A manager, or the officer it asks to look first, should be able to check the ground under a firm before instructing it. What follows is that ground, written out in citations, verifiable at source.
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