CA 2006
The Companies Act 2006.

Cancellation of Permission
The process by which a firm gives up its FCA authorisation once regulated activities and liabilities have been dealt with.

Capacity Ratio
A measure of adviser or support staff capacity relative to client numbers or workload.

Capital Adequacy
A regulatory requirement for a firm to maintain sufficient financial resources for its risks and regulatory obligations.

Cash
Typically used in a Completion Accounts deal to refer to monies held by the Company at Completion, including or excluding monies in transit as agreed.

Cash-Free, Debt-Free
A valuation basis assuming the Seller retains cash and settles debt, subject to the agreed definitions.

Certification Function
A role for which the firm must assess and certify the individual’s fitness and propriety.

Change in Control
The acquisition, increase or reduction of control in an FCA authorised firm under the FSMA controller regime.

Charging Mandate
A client’s instruction authorising the deduction or payment of adviser charges.

Claim
A defined category of contractual claim, commonly covering warranty, tax and indemnity claims, subject to the negotiated wording.

Claims Limitation Period
The contractual deadline for notifying or bringing claims.

Claims-Made Policy
Liability insurance responding when a claim is made during the policy period, subject to its terms.

Clawback
A right to recover consideration already paid following specified events.

Client Age Profile
Distribution of clients by age, relevant to longevity, withdrawals and intergenerational retention.

Client Agreement/Terms of Business
The contract setting out the services, charges, rights and obligations between the firm and client.

Client Book
A portfolio of client relationships and assets under advice.

Client Communication Plan
The coordinated approach to informing clients about ownership, contractual and service changes.

Client Concentration
The degree to which revenue or AUA depends on a small number of clients.

Client Consent (Re-papering)
Obtaining client approval for changes to terms, platforms or fees.

Client File Review
Review of advice files to assess suitability, disclosure and regulatory compliance.

Client Persistency
The proportion of clients remaining with the firm over a specified period.

Client Segmentation Alignment
Mapping clients to target segments and service tiers.

Commercial Due Diligence
Assessment of the market, proposition, competition, clients and growth prospects.

Complaints Provision
An accounting provision for expected complaints, redress or legal costs.

Completion Accounts
Financial statements prepared at Completion to calculate the final Purchase Price, commonly by reference to actual cash, debt and working or regulatory capital at the Completion Date.

Completion Certificate
A document confirming the satisfaction of specified Completion requirements.

Completion/Closing
The date on which the sale completes, shares or assets transfer, and the applicable consideration is paid.

Completion Deliverables
Documents and actions that each party must provide or complete at Completion as defined in the SPA.

Completion Statement
The document setting out the final calculation of the Purchase Price.

Compliance Framework Integration
Aligning advice standards, file reviews and supervision.

Compliance Monitoring Programme
A planned programme of testing regulatory compliance.

Compliance Uplift
Improving standards to meet regulatory or buyer requirements.

Conditions Precedent
Conditions that must be satisfied or waived before Completion.

Conditions (to Completion/Closing)
Matters that must occur before Completion, such as FCA consent to a change in control of a directly authorised entity.

Conduct Rules
FCA rules applying to the behaviour of relevant employees.

Confidential Information
Information not in the public domain that is used in or relates to the Business or the technology, customers, finances or other affairs of the Business, including future plans.

Confidential Profile / Information Memorandum (IM)
A document describing the business, its financial performance, clients, employees and sale opportunity.

Consultancy Agreement
An agreement under which a Seller or adviser continues providing services after Completion.

Consumer Duty
The FCA framework requiring firms to act to deliver good outcomes for retail customers.

Consumer Duty Outcomes
The products and services, price and value, consumer understanding, and consumer support outcomes.

Consumer Principle
The requirement for firms to act to deliver good outcomes for retail customers.

Consumer Redress Scheme
A regulatory scheme requiring firms to review cases and pay redress to affected consumers.

Contingent Liability
A potential liability dependent on an uncertain future event.

Control Threshold/Band
A statutory level of shareholding, voting power or influence relevant to change-in-control approval.

Controlled Function
A regulated role under an applicable individual-approval regime.

Controller
A person or entity meeting the statutory ownership, voting-power or influence tests in relation to an authorised firm.

Cross-Cutting Rules
Consumer Duty requirements concerning good faith, foreseeable harm and support for customers’ financial objectives.

Cybersecurity Incident
An event compromising or threatening systems, data or services.