---
title: "SPV Regulatory Checklist Before Incorporation: 2026/27"
description: "**Updated for 2026/27.** Before establishing an SPV, map every regulated activity, investor communication, asset, jurisdiction and licence. Companies House incorporation only creates the entity; it does not authorise finance, investment, consumer lending, property, energy or other regulated business. ## 1.…"
url: "https://www.accountingfirms.co.uk/knowledge-bank/are-there-any-regulatory-considerations-when-establishing-an-spv/"
updated: "2026-08-12"
category: Special Purpose Vehicle (SPV)
---

# SPV Regulatory Checklist Before Incorporation: 2026/27

**Updated for 2026/27.** Before establishing an SPV, map every regulated activity, investor communication, asset, jurisdiction and licence. Companies House incorporation only creates the entity; it does not authorise finance, investment, consumer lending, property, energy or other regulated business.

## 1. Define the activity precisely

Document what the SPV will buy, own, issue, lend, lease, develop or sell; who pays it; and who makes decisions. Regulatory scope follows actual activities and contracts, not the company name or SIC code.

## 2. Check FCA authorisation

Assess whether the SPV or connected parties will arrange investments, deal, lend to consumers, operate a platform, manage assets or conduct another regulated activity. Identify who performs each function and whether an exclusion, exemption, appointed-representative model or direct authorisation is lawful.

## 3. Review investor marketing

Shares, bonds and loan notes can be investments. An invitation or inducement may be a financial promotion requiring communication or approval by an authorised person unless an exemption applies. Review websites, pitch decks, emails and social media before publication.

## 4. Collective investment risk

Pooling several investors into property or projects can create collective investment scheme or alternative investment fund issues, particularly where investors do not control day-to-day management. A shareholders' agreement alone does not guarantee the arrangement is outside scope.

## 5. Securitisation rules

If the SPV will acquire receivables and issue tranched credit exposure, assess UK securitisation rules, risk retention, transparency, due diligence, credit-granting and reporting before asset transfer. Appoint responsible parties and build data capabilities into documents.

## 6. AML and beneficial ownership

Identify shareholders, PSCs, controllers and source of funds. Determine whether the SPV itself needs AML supervision and what checks advisers, banks and counterparties will require. Complex nominees or overseas chains should be resolved before filing.

## 7. Sanctions

Screen investors, directors, lenders, counterparties and beneficial owners. Consider ownership and control by sanctioned persons, restricted sectors and countries, asset freezes and reporting. Repeat screening before funds move and throughout the project.

## 8. Companies House requirements

Prepare an appropriate office and email, director and PSC information, identity verification, lawful-purpose statement, share capital and accurate SIC codes. Companies House can query information and names. Tailored articles may be required for single-purpose and lender restrictions.

## 9. Tax registrations and structure

Model Corporation Tax, associated companies, VAT, PAYE, withholding, transfer pricing, SDLT or devolved taxes, ATED and cross-border residence. Tax follows legal transactions and substance. Register separately with HMRC after activity begins.

## 10. Property and planning

Check planning, building safety, landlord licensing, environmental, fire, energy-performance and deposit obligations. For high-value dwellings, review ATED and the 17% corporate SDLT regime/reliefs before exchange. Commercial property can involve an option to tax.

## 11. Data protection

Map tenant, borrower, investor, employee and customer data. Decide controller/processor roles, ICO fee, privacy notices, security, international transfers, retention and breach response. A parent's policies do not automatically cover a separate company.

## 12. Sector licences

Energy, transport, healthcare, education, waste, communications, alcohol, gambling and public contracts can require permits or approvals. Confirm whether a change of control, asset transfer or lender step-in needs regulator consent.

## 13. Competition and subsidy control

Joint ventures can require competition-law review, information barriers or merger notification. Public support, guarantees or concession terms can engage subsidy-control and procurement rules. Address this before binding bids or agreements.

## 14. Employment and pensions

If staff transfer or are hired, review TUPE, PAYE, workplace pensions, immigration and employment terms. Outsourcing all services does not remove director oversight or status risks.

## 15. Insolvency design

Limited-recourse, security, non-petition and independent-director provisions need legal drafting. They cannot exclude statutory insolvency, creditor and director duties. Ensure adequate capital and a credible going-concern plan.

## 16. Accounting and consolidation

Choose FRS 102, FRS 105 or another applicable framework, classify assets and financing, and assess who consolidates the SPV. Legal true sale, accounting derecognition and regulatory risk transfer require separate conclusions.

## Pre-incorporation evidence pack

- Purpose and transaction diagram
- Investor and beneficial-owner information
- Regulatory perimeter analysis
- Financial promotion approval route
- Tax and accounting memorandum
- Articles, shareholder and financing heads
- Licences, planning and consent list
- AML, sanctions and source-of-funds records
- Data and operational-resilience plan
- Compliance owner and calendar

## Go/no-go questions

1. Can the intended activity lawfully begin on incorporation?
2. Who holds every required permission?
3. Can funds be marketed and accepted lawfully?
4. Are asset transfer and tax costs understood?
5. Will lenders accept the governance and SIC codes?
6. Can the SPV maintain separate records and substance?
7. Is there a funded plan for ongoing compliance and wind-down?

Use the FCA's [authorisation guidance](https://www.fca.org.uk/firms/authorisation), Companies House [formation guidance](https://www.gov.uk/limited-company-formation) and OFSI [sanctions guidance](https://www.gov.uk/government/organisations/office-of-financial-sanctions-implementation). After formation, use our [ongoing SPV compliance guide](https://www.accountingfirms.co.uk/knowledge-bank/are-spvs-subject-to-regulatory-scrutiny-in-the-uk/).

## Frequently asked questions

### Can I incorporate before receiving authorisation?

Often the entity can be formed, but it must not carry on or promote regulated activity prematurely.

### Does an accepted SIC code prove the activity is legal?

No. SIC codes describe activity; they do not grant permission.

### Who should complete the review?

Coordinate legal, regulatory, tax, accounting and sector specialists with the commercial team.

*This checklist is general information and not a regulatory perimeter opinion.*