Guidance

National Security and Investment: Market Guidance (July 2022 – April 2023)

Updated 27 April 2023

This content is out of date and has been replaced by the National Security and Investment: Market Guidance April 2023

The National Security and Investment Act 2021 (‘the NSI Act’) commenced on 4 January 2022 and gives the government powers to assess and intervene in investments and other acquisitions of control that may give rise to national security risks.

We continue to review and update the guidance about the NSI system. We published Market Guidance Notes in July 2022. They complemented the guidance already published, answering questions and providing advice based on the first 6 months of the NSI Act’s operation.

In January 2023, we incorporated these Notes into the main NSI guidance pages. This updated page now explains where you can find that content in the main guidance, in the order in which the Notes originally appeared in the July 2022 version.

Find out more about how the NSI Act works.

Changes to the guidance on completing and registering a notification form

1. Avoiding common errors on notification forms

A set of tips to avoid inconsistencies that are commonly received by the ISU on notification forms.

2. Explaining which sectors are relevant to a notification

Advice on the best way to explain activities that are undertaken by a qualifying entity, or by using the asset, that put an acquisition in scope of the NSI Act.

3. Explaining which type of qualifying acquisitions (also called “trigger events”) apply to the acquisition

Advice on the best way to explain the type of qualifying acquisition (“trigger event”) that applies to an acquisition and therefore brings it in scope of the NSI Act.

4. Ownership and structure of the qualifying entity (“Structure charts”)

An explanation of why structure charts are required by the notification form, how they should be set out, and what they should include.

5. Submitting a single notification for multiple acquisitions

Information about the instances where the government will and will not accept a single notification for acquisitions of control over multiple qualifying entities and / or assets.

6. Declarations and other relevant information

Advice about the declarations that must be made when submitting a notification form and on managing your notification (such as sharing or deleting a notification).

Changes to guidance for the higher education and research-intensive sectors

1. Help for higher education institutions to decide whether to notify

Information about the new Research Collaboration Advice Team (RCAT).

Changes to check if you need to tell the government about an acquisition that could harm the UK’s national security

1. The appointment of liquidators or other insolvency measures

An explanation of when the appointment of liquidators or administrators may be a qualifying acquisition.

2. The granting of security over shares

An explanation of how the granting of security over shares is very unlikely to constitute a qualifying acquisition under the NSI Act.

3. Indirect acquisitions of control

Information on how indirect acquisitions of control may be qualifying acquisitions under the NSI Act.

4. Different types of voting rights and mandatory notification

An explanation of how certain types of contractual rights do not count as qualifying acquisitions under the NSI Act, provided that they do not also confer certain types of voting rights and/or do not give the acquirer material influence over the target entity.

5. Internal corporate reorganisations

An explanation of how internal corporate reorganisations can be qualifying acquisitions even where the ultimate beneficial owner remains the same.

6. How and when the government will publish information related to the NSI Act

Details about the situations in which the government may make public information about acquisitions being treated under the NSI system.

Inserted on the collection page

1. Review of the operation of the NSI Act processes

A summary of how the government is monitoring closely how the NSI Act works in practice to determine whether it would be appropriate to make exemptions to the mandatory notification requirements.