Governance and fit and proper review: documents to prepare
The review checks whether the people who run the business are suitable to hold that role and whether the governance structure around them is complete. Preparation means assembling identity, background, and policy documents before the file goes anywhere. Firms that start collecting these papers only after a request lose weeks they did not need to lose.
What the review actually checks
Two things are assessed together, not separately. The first is the person: reputation, criminal record, prior regulatory history, and financial soundness of each proposed manager. The second is the structure: reporting lines, decision rights, and how conflicts of interest are managed. A candidate can be personally suitable and still fail the review if the structure around them has gaps.
Where the business relies on outside providers to run parts of its technical infrastructure, governance documentation has to show who is accountable for that arrangement. Subprocessor data protection explained sets out how that accountability is usually recorded once a third party touches client data.
Stages and documents
| Stage | What is checked | Documents to prepare |
|---|---|---|
| Candidate identification | Who holds which governance role | Organisational chart, list of proposed managers |
| Individual assessment | Reputation, competence, financial soundness | CVs, criminal record certificates, declarations of no disqualification |
| Structural assessment | Reporting lines, segregation of duties | Internal governance policy, conflict-of-interest policy, remuneration policy |
| Control functions | Whether compliance, risk, and audit are staffed and independent | Job descriptions, reporting calendar, escalation procedure |
| Clarification round | Gaps identified in earlier stages | Supplementary answers, updated versions of the above |
What to do
- The compliance officer collects CVs and prior regulatory history for every proposed manager.
- Each nominated manager applies individually for a criminal record certificate in their country of residence.
- Legal counsel drafts or updates the organisational chart and the internal governance policy.
- The compliance function prepares the conflict-of-interest and remuneration policies.
- Every board member signs an individual declaration confirming no disqualifying event has occurred.
- Finance compiles evidence of the source of each manager's personal funds where the role involves a capital contribution.
Where a proposed manager previously ran a technical business and a former contractor claims rights over code that manager relies on for reputation or experience, the file should note the dispute rather than omit it. Industrial manufacturing — when a contractor claims ownership of covers how such a claim is usually documented before it reaches a decision maker.
Who decides
Internally, a governance or nomination committee reviews the file first and signs it off before submission. Externally, the competent supervisory authority conducts the formal fit-and-proper assessment once the file is accepted. The authority sets its own internal deadlines and communicates them once the file is complete; it does not publish a fixed turnaround in advance. Clarification requests reset the clock for the specific point raised, not for the whole file.
Two scenarios
If a manager has a prior regulatory sanction on record, disclose it upfront with context and remediation evidence. Authorities react far worse to an omission discovered later than to a disclosed issue with an explanation.
If the governance structure changes between submission and decision — a director resigns, a role is merged — notify the authority immediately rather than waiting for the next scheduled update. An undisclosed change found during review restarts the relevant part of the assessment.
If a naming or branding dispute is running in parallel with the review, keep the two files separate but reference the dispute where it could affect the candidate's standing. Opposition settlement step by step describes how such a parallel dispute is typically weighed by a decision maker.
The point of no return
Submission is not the point of no return. Withdrawing a file before the authority issues a formal request for clarification is usually straightforward and does not count against a future application. Once the authority has issued substantive questions and the firm has answered them, withdrawing becomes visible on the record and can affect how quickly a resubmitted file is reviewed. Treat the first substantive clarification request as the moment the file becomes difficult to unwind.
Factors affecting the timeline
Duration depends on how many jurisdictions the proposed managers operate in, how many separate criminal record certificates need to be obtained, whether any manager has a prior regulatory history requiring explanation, and how many clarification rounds the authority runs. A single-jurisdiction team with no prior history moves through the stages faster than a team spread across several countries with mixed regulatory pasts.
Where the governance file overlaps with a tokenised rights arrangement — for example, a manager's off-chain mandate does not match what the on-chain record shows — resolve that mismatch before submission. When an off-chain agreement contradicts metadata sets out the usual first steps.
What this page does not cover
This page does not cover the separate evidence file for own funds, which follows its own document list and timing. Own funds evidence step by step covers that track in full. It also does not cover what happens after authorisation is granted — ongoing supervision has its own reporting calendar, addressed elsewhere in this practice.
Verified
This overview reflects internal procedural notes maintained as part of the authorisation and supervision practice. It intentionally omits statutory references: procedural steps, decision makers, and timing are the operative facts here, not article numbers.
How the file is run
A single point of contact tracks every document version and every clarification exchange with the authority, so nothing is answered twice and nothing is left unanswered. I keep a running log of open questions against the last authority letter received, and close each one with a dated response before the file moves to the next stage.
FAQ
How long does governance and fit and proper review take in practice?
It depends on the number of jurisdictions involved, the number of managers, and how many clarification rounds the authority runs. Authorities do not publish a fixed period, and firms with a clean prior history move faster than firms with disclosures to explain.
Which documents are needed to start?
An organisational chart, CVs for every proposed manager, criminal record certificates, a conflict-of-interest policy, and a remuneration policy. Everything else in the table above is built once these are in place.
What happens if a nominated manager does not respond to a clarification request?
The file stalls on that specific point until the answer arrives. Persistent non-response can lead the authority to treat the application as incomplete and close it, which means starting the submission again rather than resuming where it left off.
A first response from a partner arrives within minutes during business hours. A written estimate of scope and timing follows within one working day.