Financial Promotion Order 2005 exemptions, article by article

The Order lists when the section 21 ban does not apply

Section 21(1) of the Financial Services and Markets Act 2000 (FSMA) bans communicating an invitation or inducement to engage in investment activity in the course of business, unless the communicator is authorised or an authorised firm has approved the content. Section 21(5) lets HM Treasury “specify circumstances (which may include compliance with financial promotion rules) in which subsection (1) does not apply”, and the Financial Promotion Order 2005 (S.I. 2005/1529, the FPO) is where it does. A communication within an exemption needs no approval.

1. Is the communicator authorised?Then section 21 does not restrict it (section 21(2)(a)); the FCA's rules apply instead.
2. If not, has an authorised firm approved it?Only valid with the FCA's permission to approve, or an exemption from needing it (section 21(2A)), and never for a live conversation (COBS 4.10.4R).
3. If not, does an exemption cover it?Only if every condition of the article is met for this communication, recipient and investment.
4. If nothing applies, it cannot lawfully be madeMaking it is an offence (section 25), and agreements it leads to are unenforceable against the customer unless a court decides otherwise (section 30).

How the Order is organised

Part IV (articles 12 to 20C) applies to all controlled activities, Part V (21 to 26) to deposits and non-investment insurance, Part VI (27 to 73ZB) to the other controlled activities and Part 6A (73A to 73J) to claims management. Schedule 1 lists the activities and investments (article 4). For investment activities, exemptions in Parts IV and VI can be combined (article 11).

Real time or not, solicited or not: classify the communication first

• Real time means “made in the course of a personal visit, telephone conversation or other interactive dialogue” (article 7). Letters, emails and publications are non-real time.
• Solicited means the recipient started the call, visit or dialogue, or expressly asked for it, and it was clear at the start that it would cover that kind of investment. Not opting out, or agreeing to standard terms alone, is not an express request (article 8).
• Made to particular people, as in a call or letter, differs from directed at people generally, as on a website (article 6).

Articles 48 and 51 cover only non-real time and solicited communications. Since firms may not approve live conversations, an unauthorised person's calls and meetings depend on exemptions that allow them, such as article 19, 49 or 28A.

The exemptions in common use

Article 12: promotions to people outside the UK

Subject to paragraphs (2), (7) and (8), the financial promotion restriction does not apply to any communication— (a) which is made (whether from inside or outside the United Kingdom) to a person who receives the communication outside the United Kingdom; or (b) which is directed (whether from inside or outside the United Kingdom) only at persons outside the United Kingdom.

From inside the UK, a communication is conclusively directed only at people abroad if all four of these hold; from outside the UK, the last two are enough (article 12(3) and (4)):

1. It says it is directed only at persons outside the UK.
2. It says it must not be acted upon by persons in the UK.
3. It is not referred to in, or directly accessible from, the communicator's communications to people in the UK.
4. Proper systems stop UK recipients it could not otherwise lawfully reach from dealing with the communicator or its group.

Meeting some of the conditions still counts in favour. In the FCA's view, an isolated failure does not lose the exemption if the systems were and remain proper (PERG 8.12.6G).

Article 19: investment professionals

Investment professionals are authorised firms, exempt persons for their exempt activities, anyone whose ordinary business involves the controlled activity concerned, governments, local authorities and international organisations, and their directors, officers and staff, acting as such, whose responsibilities involve those controlled activities (article 19(5)). A general communication is conclusively directed only at them if it says it is for “persons having professional experience in matters relating to investments” and available only to them, says others “should not rely on it”, and proper systems stop anyone else dealing (article 19(2) and (4)). A “professionals only” banner without the systems is just one factor (article 19(3)).

Article 48: high net worth individuals

Until 31 January 2024 this was the “certified” high net worth exemption; S.I. 2023/1411 dropped the word. The investor must have completed and signed the statement in Part I of Schedule 5 within the previous 12 months, with answers showing they qualify (article 48(2)). Since 27 March 2024 it asks whether, in the last financial year, they had:

• “An annual income of £100,000 or more? Income does NOT include any one-off pension withdrawals.”
• “Net assets of £250,000 or more? Net assets do NOT include: your home (primary residence), any loan secured on it or any equity released from it; your pension (or any pension withdrawals) or any rights under insurance contracts.”

A defect in form or wording does not invalidate it if the meaning is unchanged and the bold words stay bold (article 48(3)).

The exemption covers non-real time and solicited communications to someone reasonably believed to qualify, relating only to shares in or debentures of unlisted companies and investments tied to them, with no liability beyond the amount invested (article 48(1) and (8)). The promotion must open with this warning, in black bold type inside a black border (article 48(5) and (6)):

The content of this promotion has not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000. Reliance on this promotion for the purpose of engaging in any investment activity may expose an individual to a significant risk of losing all of the property or other assets invested.

With it, in the same form, go the communicator's full name, an enquiry address and, where relevant, its country of incorporation, registered office and company number (article 48(5A)). The promotion must also say why it is exempt, who qualifies, and that anyone in doubt should consult an authorised person specialising in that kind of investment (article 48(7)).

Article 49: high net worth companies, associations and trusts

No statement is needed (PERG 8.14.25G): the communicator needs a reasonable belief that recipients qualify, or the promotion must reasonably be regarded as directed only at them, tested as for article 19 (article 49(3) and (4)). Article 49(2) covers companies with called-up share capital or net assets of at least £500,000 if they or their parent have more than 20 members, or £5 million otherwise, which any group member can meet; unincorporated associations and partnerships with net assets of at least £5 million; trustees of trusts with £10 million or more in cash and investments, before liabilities, now or in the past year; and the directors, officers and staff of each, acting as such, whose responsibilities involve its investment activity.

Articles 50 and 50A: certified and self-certified sophisticated investors

Article 50 needs a certificate, signed by an authorised firm within three years, that the investor is “sufficiently knowledgeable to understand the risks associated with that description of investment”, and a statement in the article's own words signed by the investor within 12 months (article 50). The promotion must carry five indications (article 50(3)). The FCA points out the trap:

The exemption applies to all kinds of financial promotion made to a certified sophisticated investor. However, it does not, unlike articles 48 and 50A, provide for the communicator to have reasonable belief that the recipient is a certified sophisticated investor.

Article 50A mirrors article 48: the statement in Part II of Schedule 5 signed within 12 months, the same warning, details and indications, and unlisted company investments only, although its text is not limited to non-real time or solicited communications. Since 27 March 2024 an investor qualifies by answering yes to any of:

• “Worked in a professional capacity in the private equity sector, or in the provision of finance for small and medium enterprises, in the last two years?”
• “Been the director of a company with an annual turnover of at least £1 million, in the last two years?”
• “Made two or more investments in an unlisted company, in the last two years?”
• “Been a member of a network or syndicate of business angels for more than six months, and are still a member?”

Articles 51 and 62: investor associations and company sales

Article 51 covers non-real time and solicited promotions to an association, or its members, reasonably believed to be wholly or predominantly high net worth or sophisticated investors, for investments with no liability beyond the amount committed. The FCA says it “may be expected to be likely to apply, for example, to financial promotions to business angel networks” (PERG 8.14.29G).

Article 62 covers buying or selling shares in a company, other than an open-ended investment company, that carry 50% or more of the votes, alone or with shares already held, or where the object is day-to-day control. Each party must be a company, a partnership, an individual or a group of connected individuals, such as the company's directors and their close relatives.

What changed in 2024, and the thresholds now

1. 31 Jan 2024Thresholds raisedS.I. 2023/1411: income of £170,000 or net assets of £430,000; £1.6 million turnover for the director test; the unlisted investments test removed; “certified” dropped; contact details added to the warning; new statement forms.
2. 27 Mar 2024Thresholds restoredS.I. 2024/301: income of £100,000 or net assets of £250,000; £1 million turnover; two or more unlisted investments reinstated. The new format and the contact details stayed.
3. 30 Jan 2025Transition endsThe last day a statement in the January 2024 form counted.

HM Treasury reversed the eligibility changes after “the technology, angel investing, and theatre sectors” raised concerns about start-up funding and theatre financing, and said it “intends to carry out further work to review the scope of the exemptions” (explanatory memorandum, paragraphs 7.4 and 14.1). The revised text on legislation.gov.uk, read on 24 October 2026, shows no change to articles 48 and 50A or Schedule 5 since 27 March 2024.

How much evidence a reasonable belief needs

Articles 48, 49, 50A and 51 rest on reasonable belief, which is for the courts to interpret. HM Treasury's intention is that it is enough to have taken “sufficient steps to form a reasonable belief that a completed and signed statement exists” and shows the investor qualifies (consultation response, paragraph 3.38). The FCA's view is that a recipient's statement can be relied on “provided that there is no reason to doubt the accuracy of the statement” (PERG 8.11.6G). In October 2025 it found firms “Issuing financial promotions to investors and relying on outdated investor statements or getting statements after communicating the promotion” (FCA review).

Which exemptions do not apply to cryptoassets

• Excluded in terms: articles 51 and 61 (article 51(2), article 61(3)(e)).
• Out of scope: articles 48 and 50A, which cover only investments in or relating to unlisted companies.
• No carve-out in the text: articles 12, 19, 49 and 50.

Article 73ZA exempts promotions relating only to qualifying cryptoassets by unauthorised exchanges and custodian wallet providers registered with the FCA under the Money Laundering Regulations, or made for them from non-real time content they prepared. COBS 4 applies to them as to an authorised firm (COBS 4.1.7CR), and they cannot approve others' promotions (PERG 8.14.40DG). The Cryptoassets Regulations 2026 omit article 73ZA on 25 October 2027 (regulation 42), except, for two years, for firms that applied for permission in the application period and still await a decision or review (regulation 53). More in crypto promotion rules in the UK.

What an exemption changes for an authorised firm

An authorised firm needs no exemption to communicate. But a promotion an exemption would cover if an unauthorised person made it is an “excluded communication” (FCA Glossary), and when the firm communicates one, several COBS 4 rules fall away, including the fair, clear and not misleading rule (COBS 4.2.1R(2)(b)) and the high-risk investment sections (COBS 4.12A.4R, COBS 4.12B.4R). Other duties stay:

• COBS 4.2.1R still covers every promotion the firm approves (COBS 4.2.1R(2)(c)).
• For a non-mass market investment, the firm should still take reasonable steps to check that an investor meets the high net worth criteria (COBS 4.12B.43G), and its record must name the exemption relied on and why, including the article of the Order for an excluded communication (COBS 4.11.4R).
• Relying on article 73ZA does not make a promotion an excluded communication (COBS 4.1.7EG).

The FCA's high-risk rules also have their own investor statements (COBS 4.12A.22R), such as its high net worth statement, with the same thresholds as the Order's but different wording.

The CIS Promotion Order is a separate regime

Authorised firms promoting unregulated collective investment schemes face a separate ban in section 238 of FSMA, with exemptions in the Promotion of Collective Investment Schemes (Exemptions) Order 2001 and FCA rules (COBS 4.12B.8R). That Order's high net worth and self-certified sophisticated investor exemptions changed with the FPO's in 2024, but cover only units in schemes investing wholly or predominantly in unlisted companies, and use a different warning (article 21(5)).

A checklist before relying on an exemption

Connor reads a promotion (an image, video, PDF, web page or social post) and works out which rules apply from the firm's home regulator, the markets it targets and the products it promotes. Each finding quotes the words it is about, cites the rule and links to the regulator's text where one is published. A person at the firm makes the decision, and Connor keeps the record.