MiFID Org Reg Moved to FCA and PRA Rulebooks: FCA PS25/13 and PRA PS16/25

Overview

The Financial Conduct Authority (FCA) and the Prudential Regulation Authority (PRA) have each now published final Policy Statements confirming how the firm-facing provisions of the Markets in Financial Instruments Directive Organisational Regulation (MiFID Org Reg) will be replicated in their respective rulebooks. Taken together, FCA PS25/13 and PRA PS16/25 finalise the “onshoring” exercise that began with the Wholesale Markets Review and that is enabled by the Financial Services and Markets Act 2023.

The two Policy Statements adopt a “lift-and-shift” approach: the substantive obligations are carried across largely unchanged, but they are now expressed in Handbook and Rulebook style and are capable of future amendment without the need for legislation. The rules will commence on 23 October 2025, aligning with HM Treasury’s Statutory Instrument that revokes the MiFID Org Reg.

There are, however, a small number of substantive changes for “optional exemption firms” specifically, including the deletion of the 10 per cent portfolio depreciation reporting rule, and amending the “durable medium” definition so electronic communication becomes the default for MiFID-derived disclosures to retail clients.

Key changes

FCA position

The FCA has placed all conduct-related MiFID Org Reg requirements directly into existing Handbook sourcebooks, principally COBS, SYSC, MAR, REC and DISP. Other consequential changes appear across GEN, CASS, DEPP, SUP and the Glossary. Drafting modifications are stylistic only; no substantive policy changes have been made at this stage, save for two discrete measures for “optional exemption firms” consulted on earlier in CP24/11:

• deletion of the 10 per cent portfolio depreciation reporting rule; and
• amendment of the “durable medium” definition so that electronic communication becomes the default for MiFID-derived disclosures to retail clients, effective 12 January 2026.

The FCA has also confirmed its intention to consult shortly on potential future reforms, notably to conflicts of interest (SYSC 10) and client categorisation (COBS 3).

In addition, the FCA has noted that since changes consulted on with respect to Articles 50 and 51 of the MiFID Org Reg were covered as part of its consultations on consumer composite investments (CCIs - see our client note on this here), PS25/13 does not include feedback on those articles. Rather, changes to Articles 50 and 51 will be finalised alongside the FCA’s final rules on CCIs (although the FCA has amended the text of Articles 50 and 51 as they appear in the FCA Handbook to reflect interim changes made by the Packaged Retail and Insurance-based Investment Products (Retail Disclosure) (Amendment) Regulations 2024.

PRA position

The PRA has moved those parts of the MiFID Org Reg that relate to prudential systems and controls, such as governance, risk management, compliance, internal audit, outsourcing and record-keeping into existing Parts of the PRA Rulebook (General Organisational Requirements, Risk Control, Compliance and Internal Audit, Outsourcing and Record Keeping). A minor Technical Standards instrument updates cross-references in the algorithmic trading RTS. The one drafting point raised in consultation, whether references to the “supervisory function” should be retained, has been resolved by substituting the Rulebook term “governing body”, thereby preserving board-level accountability without importing a continental dual-board concept.

Practical implications

As the changes are (almost entirely) a “lift-and-shift”, the FCA and PRA emphasise that they do not expect firms to make system changes. However, following the application of the rules from 23 October 2025, firms will inevitably need to:

• update internal policies, procedures and training materials to reflect new rule references;
• review any client-facing documentation that cites the MiFID Org Reg; and
• ensure firm-wide mapping of the transferred rules for audit and assurance purposes.

In addition to this, optional exemption firms should note the removal of 10 per cent depreciation reporting, and the changes to the “durable medium” definition and update their systems regarding communications with retail clients accordingly (noting the 12 January 2026 implementation of this).