Form

Guidance on completing and registering a notification form

Updated 8 December 2024

This guidance is to help you complete the notification forms. It explains the information you might need to include when you complete the form.

Before you read this guidance, you should:

• check if your acquisition is covered by the National Security and Investment Act 2021 (‘the NSI Act’) and whether you are required to tell the government about your acquisition
• find out how the NSI Act could affect people or acquisitions outside the UK
• find out how the NSI Act interacts with other regulators and codes

You must complete and submit the form online using the NSI notification service. If you are unable to do so, you must contact the Investment Security Unit (ISU) by email and provide reasons for not submitting the form using the NSI notification service.

Data classification

To ensure your information is appropriately protected, please do not use the NSI Notification Service to submit information that is classified above OFFICIAL under Government Security Classification system. Further information on government security classifications can be found here.

Where you wish to submit information above this classification, please email ([email protected]) for advice on how to securely submit this information.

You should take particular care in describing any sensitive contracts or activities carried out with different government organisations. If you are a representative of the acquirer, as part of your due diligence, you should ask your clients to confirm that the material they are submitting is not classified above OFFICIAL.

Registering with the online portal

Before you can use this service, you will need to register for an account with the NSI notification service that will enable you to submit the relevant form. To set up an account you will need to provide your email address and mobile number. You will be sent verification codes to confirm that they are both correct. Once you have confirmed the codes and set up your password, the registration process will be complete.

You will be the account holder and will receive email confirmation from the government:

• when you submit the notification
• if the government requires clarification of information in your notification
• when the government makes a decision to accept or reject your notification

If you are an authorised representative, such as a solicitor acting and submitting a notification on behalf of a client, you will need to provide their details as well as your own, any requests for clarification, and decisions on the notification. All authorised parties will receive confirmation that the notification has been submitted. Only the person who sets up an account will be able to access and submit a notification. If you need to change the contact details for a notification you must email [email protected] requesting a change.

Top tips when completing a notification form

The following are some considerations that notifiers should have in mind when filling in the forms based on some common inconsistencies in forms that the government has received. Filling in the forms correctly will help to ensure that acquisitions can be assessed without delay.

Before submitting a notification for review by the Investment Security Unit (ISU), notifiers should ensure:

• they have read the Gov.uk guidance
• they are filling in the correct form
• they have structured their responses clearly
• they have proof-read the notification and that all relevant information has been included. This includes the activities, services, and/or goods provided by the target; structure charts, and, if appropriate, how its activities fall within the Notifiable Acquisition Regulations.
• they have included the appropriate declarations and have signed them correctly
• they have selected all the correct economic areas under the NSI Act by consulting the mandatory notification requirements. It is important that notifiers select every economic area that applies to the acquisition. For example, a company that supplies telecommunication services to the police should select both “Communications” and “Suppliers to the Emergency Services.”
• that each response box can be read as a standalone response (with limited cross-referencing where possible), for example, by making sure the company or asset name is clearly listed where required.
• that they have not provided any sensitive information that may be classified as SECRET or TOP SECRET. If they are not sure of the classification of material then they should check with the relevant party to the acquisition in the first instance and contact the ISU at [email protected] if they are still unsure, making sure not to disclose any classified information. If notifiers need to submit classified information they should work with their usual contact in HM Government or contact the ISU.

Notifiers should ensure they include as much detail about the acquisition as possible in the text boxes provided. You can also upload further information or documentation that you think is relevant to the acquisition – this is optional and there is no requirement to provide further information. For example, this could be an acquisition brief or a covering letter which sets out the rationale for the acquisition, financial statements, or any document that is important for the acquisition.

In some cases, the government has found the following information helpful and so you may wish to include it as part of your notification:

• Why you believe the acquisition does or does not raise any national security concerns.
• The rationale for the acquisition, including why the acquisition is being undertaken and what the intended business effect of the acquisition is (for example, consolidation of functions).
• Any relevant financial or economic information (for example, the value of the deal, the turnover (UK and global) of the target, and the market value of the parties involved).
• Whether any associated parties are in financial distress. In these circumstances, the relevant parties are encouraged to bring these matters to the attention of the government as soon as possible, especially where the statutory timelines of the NSI Act could exacerbate the financial problems. Further guidance for acquisitions who are suffering financial distress.
• Details of any related acquisitions that have not been notified to the government
• Any existing relationships between the target and acquirer (for example, supply chain relationships or competitive relationships).

All file uploads must be 10MB or less. You must provide the file in one of the following formats:

• PDF
• Word document (.docx)
• Excel (.xlsx)
• PowerPoint (.pptx)

The notifier must not submit a notification prematurely as there can be negative consequences for notifying firms (and related acquisition parties):

• It may necessitate further information requests in relation to the acquisition, which can cause delay;

• The notification may ultimately be rejected (meaning that a notification would be required at a later stage); the government may reject a mandatory notification if:

• it does not meet the requirements of the NSI Act; - it does not meet the requirements prescribed by the regulations; or - it does not contain sufficient information to allow the government to decide whether to give a call-in notice in relation to the proposed notifiable acquisition;

Further guidance is available for notifiers on when to notify the government.

These are the forms that you need to fill in. You must submit the forms using the online portal.

Submitting a single notification for multiple acquisitions

Whether you need to fill in one or more notification forms to cover multiple acquisitions depends on the facts of the case. Below are examples of when a single notification covering multiple acquisitions may be accepted.

When some acquisitions within a set of linked acquisitions are notifiable and others are not

In some scenarios where the government will accept one notification for multiple acquisitions, some of the acquisitions will require mandatory notification and others would not be required to be notified but could be notified voluntarily. If this is the case, the notifier should complete a mandatory notification form and then include details about the acquisitions they are voluntarily choosing to notify in the same notification.

The acquisition of multiple qualifying entities or assets from the same seller to a single acquirer

Where a qualifying acquisition involves multiple qualifying entities or assets being acquired by a single acquirer from a single seller (referred to here as the ‘parent’), this can be notified to the government as one notification and it will be addressed under one reference number.

Example 1

Company A is the parent for Companies X, Y, and Z. Company B acquires 76% of shares and voting rights in Companies X, Y, and Z at the same time, having previously held no shares or voting rights of any of these companies. This is a qualifying acquisition because Company B’s holdings will increase from below 75% to 75% or more. This can be notified as one notification because Company B is acquiring Companies X, Y, and Z from a single seller at the same time.

Example 2

Company A is the parent for Companies X, Y and Z. Company B acquires 28% of shares and voting rights in Company X; 53% of shares and voting rights in Company Y; and 100% of shares and voting rights in Company Y, all at the same time. These are qualifying acquisitions. These can be notified in the same notification form because Company B is acquiring control in Companies X, Y, and Z from the same seller at the same time.

The internal restructuring of an entity where there is no overall change in ultimate ownership

When a qualifying acquisition involves the internal restructuring of an entity or corporate group which contains multiple qualifying entities or assets, and there are no new shareholders from outside the corporate group acquiring control of shares or voting rights, this can be notified to the government as one notification and it will be addressed under one reference number.

Example 1

Company A is the parent company for 20 subsidiaries. As part of a corporate restructure, Company A has created a new company, Company C, to be inserted into their internal structure under Company A, with Company A remaining the ultimate beneficial owner. An internal restructure of this type can be notified as one notification and will be addressed under one reference number, even though it deals with a change in control over 20 different subsidiaries.

Example 2

Company A is the parent company for 50 subsidiaries. As part of a corporate restructure, Company A has created two new companies, Company B and Company C, to be inserted into their internal structure. Company A is also selling two subsidiary companies to an acquirer outside of the Company A’s corporate group. These must be submitted as two notifications: one for the corporate restructure involving Companies B and C, and one for the sell-off of Company A’s two subsidiaries.

The acquisition of multiple qualifying entities or assets involving the same acquirer(s) but different sellers/parents

Where control of multiple qualifying entities or assets is being acquired from different sellers, they must be notified under separate notifications and will be addressed under separate reference numbers.

Example

Company A is the parent for Company X and Company B is the parent for Company Z. A new company acquires both Company X and Company Z. As both the qualifying entities have different sellers, these must be submitted under separate notifications.

Section 1: Contact details and related notifications

This section of the form requests contact information on:

• the notifying party who is submitting the form
• all additional acquirers who are gaining control at the same time and participating in this acquisition

The acquirer is the person who gains control of a qualifying entity or qualifying asset.

You will also be asked to provide information on any other notifications which the acquirer has submitted to an overseas investment screening regime in the past 12 months.

About you and the acquirer

Are you the acquirer or a representative of the acquirer?

You must set out whether you are the acquirer submitting the notification directly or if you are acting on behalf of the acquirer as a representative. For example, a firm of solicitors submitting a notification on behalf of their client. If you work for the entity that is making the acquisition, and are submitting on the company’s behalf, you are considered to be the acquirer, not a representative of the acquirer. Guidance on submitting as a representative is laid out below. In the case of voluntary or retrospective notification, you will be asked to confirm if you are the acquirer, seller, qualifying entity or other.

Contact details of the acquirer and (if applicable) the representative

You must provide contact details when submitting the notification. The person submitting the form will be asked to provide their name, email address, a telephone number and to confirm if they are authorised to receive all correspondence about the notification. If you would like to add an additional person to receive correspondence, you will be given the option to do so. For example, this could be a director, in-house legal counsel or a senior person within the entity.

If you have been appointed as a representative of the acquirer, you must provide your contact details as well as contact details of the acquirer or a person holding a senior position in the acquirer. You must confirm that you have been authorised by the acquirer to act on their behalf and to accept all correspondence and to accept service under the NSI Act.

Additional acquirers

If there are other acquirers who are gaining control and are part of the acquisition you must provide details about them. You must provide details of who the other acquirers are, which of the control thresholds set out in the NSI Act they meet and details of a senior official within the entity if the other acquirer is an entity. This will be used by the government to identify any further notifications made by those acquirers with respect to this acquisition. If there are further acquirers but you do not know who they are, please say unknown under the name of the additional acquirer.

Related notifications

Overseas investment screening regime notifications

In this section you should provide, to the best of your knowledge, information on any notification the acquirer or any of the additional acquirers set out in the previous question has submitted to any other countries’ investment screening regimes in the last 12 months, including:

• the name of the investment screening regime
• the country of submission
• the date of submission
• any reference numbers given
• the outcome

If the outcome has not yet been decided, please indicate if known a date when an outcome is expected.

Section 2: Acquisition details

This section requests information about the acquisition taking place. You will be asked to provide details about the area of the UK economy that is relevant to the business of the qualifying entity and to describe the activities the target of the acquisition undertakes. You must also set out which of the control thresholds in the NSI Act have been met or are expected to be met and provide a description of the level of control being acquired along with any key dates of the acquisition.

For retrospective validation forms only you must provide, to the best of your knowledge, the reasons why the acquisition was not notified to the UK government before it was completed.

Explaining which sectors are relevant to a notification

The question of which sector or sectors are relevant to a notification appears in both voluntary and mandatory notification forms and is designed to give space for the notifier to explain the activities that are undertaken by the qualifying entity, or by using the asset, that put the acquisition in scope of the NSI Act.

Further information about the type of acquisitions that must be notified to the government is available in guidance on notifiable actions.

When answering the question of which sector or sectors are relevant to a notification, notifiers should select the relevant sector(s) by ticking the relevant boxes. In the ‘Additional information’ section they should describe the activities of the qualifying entity or entities, or the use of the asset or assets, within those sectors and, when completing a mandatory notification form, make specific reference to the relevant Schedules in the Notifiable Acquisition Regulations. Answers should provide as much detail as possible about the activities of the qualifying entity or asset, should be explained clearly, and should avoid the use of technical language.

For a voluntary notification please specify the sectors of the UK economy that you think are relevant to the notification from the options available, which cover the whole UK economy. You can add the activities of the qualifying entity within the sectors.

Example 1

An incomplete response might simply state the following:

The activities of Company A fall within the ‘Artificial Intelligence’ and ‘Critical Suppliers to Government’ sectors.

This is not a sufficient answer, as it does not allow the government to verify quickly which of the entity’s activities fall within the specified descriptions and why.

A better answer provides more information and explains which of the qualifying entity’s activities are within scope of the NSI Act.

Example 2

Company A develops software that uses artificial intelligence for the purpose of object identification in the context of their customers’ activities in geographical mapping, planning, and transportation.

Company A also provides IT consultancy services to clients who are government entities as defined in paragraph 1 of Schedule 7 of the NSI act (Notifiable Acquisition), (Specification of Qualifying Entities) Regulations 2021 (the “Regulations”) under contracts which require employees of Company A to be vetted at ‘Security Check’ level and may involve the processing of material to which a security classification of SECRET has been applied.

Company A also provides IT consultancy services to public sector authorities as defined in paragraph 2 of Schedule 9 of the Regulations, where the provision of such services gives Company A administrative access to relevant data infrastructure.

Example 3

Company X (the “Qualifying Entity”) carries on activities in Energy.

Certain of the Qualifying Entity’s interests fall within the scope of Schedule 11, paragraph (3)(a)(i) and (f)(i) of the Regulations. The Qualifying Entity has ownership interests in existing upstream petroleum facilities, which meet the thresholds set out in Schedule 11, paragraph 4(2). The assets that will have a throughput of greater than 3,000,000 tonnes of oil equivalent over the 12 calendar months preceding the month in which the Acquirer gains control are as follows: Name of facility: Facility A.

The Qualifying Entity has ownership interests in onshore gas processing facilities, which meet the thresholds set out in Schedule 11 paragraph 4(8). The assets that have the technological capacity to carry on gas processing operations in relation to greater than 6 million cubic metres of gas per day are as follows: Name of facility: Facility B.

When submitting a voluntary notification, the notifier should provide as much information as possible to explain the activities of the qualifying entity or how the asset in question is used, and why they have chosen to submit a voluntary notification.

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

When submitting notification forms, notifiers are asked to select the type of “trigger events” (referred to as “qualifying acquisitions” in this guidance) that apply to the acquisition. Alongside this, it is good practice for the notifier to include a description of the acquisition, providing details of the shareholding and/or other rights being acquired. Doing so will aid the review of the notification.

As part of the additional information requested you should include:

• the exact percentage of shareholding or voting rights being acquired
• the rights these will provide
• how the acquisition is structured, including financial terms of the acquisition

If the acquirer has existing shareholdings or rights in the qualifying entity, please include information on the shareholdings or rights before and after the acquisition. If more than one trigger event applies you can select more than one option.

Some acquisitions will be particularly complex, but notifiers should provide as much detail as possible to describe the type of qualifying acquisition clearly and, if applicable, set it in the context of any wider acquisition.

An incomplete answer might simply state the following:

This acquisition involves a purchase of shares in Company B by Company A.

This is not a sufficient answer as it does not provide the government with enough information regarding the qualifying acquisition (e.g. the exact percentage of shareholding being acquired). This may result in a slower decision-making process.

An answer that provides more information and explains the details of the acquisition could be:

The percentage of the share that the person holds in the entity meets the relevant control thresholds

Company A intends to acquire the entire issued share capital of Company B. Company A will acquire 100 ordinary shares of £1 each in the capital of Company B, together with all rights attaching to those shares. These provide full rights to share in all dividends or capital distributions made and full votes (1 per share) to vote on matters at a general meeting of Company B. Accordingly, the acquisition will take Company A’s shareholding from zero to more than 75%, which is a trigger event under the NSI act.

Completion of the acquisition will be conditional upon the government confirming that the acquisition is approved under the NSI Act.

The percentage of the voting rights that the person holds in the entity meets the relevant control thresholds

Company A intends to acquire all the voting rights in Company B. Accordingly, the acquisition will take Company A’s voting rights in Company B from zero to more than 75%, which is a trigger event under the NSI Act.

The acquisition of voting rights in the qualifying entity, whether alone or together with other voting rights held, will enable the acquirer to secure or prevent the passage of any class of resolution governing the affairs of the entity

Company A intends to acquire all the voting rights in Company B. Accordingly, Company A will have the ability to pass any class of resolution governing the affairs of Company B, which is a trigger event under the NSI Act.

Another example could be:

The percentage of the share that the person holds in the entity meets the relevant control thresholds

The entity being acquired is Company B. The acquisition will be made by Company A through its direct, wholly owned subsidiary Company A Sub. Company A Sub was a recently incorporated entity formed for the purpose of the acquisition. Company A Sub does not have any business activities. Company A Sub will merge with and into Company B, with Company B surviving as a wholly owned subsidiary of Company A.

Company A would acquire 100% of the shareholding rights of Company B. The threshold in section 8(2) of the NSI Act would therefore be met.

The percentage of the voting rights that the person holds in the entity meets the relevant control thresholds

Company A Sub will merge with and into Company B, with Company B surviving as a wholly owned subsidiary of Company A. Company A would acquire 100% of the voting rights of Company B. The threshold in section 8(5) of the NSI Act would therefore be met.

The acquisition of voting rights in the qualifying entity, whether alone or together with other voting rights held, will enable the acquirer to secure or prevent the passage of any class of resolution governing the affairs of the entity

Company A Sub will merge with and into Company B, with Company B surviving as a wholly owned subsidiary of Company A. Company A would acquire 100% of the voting rights of Company B. This will enable Company A to secure or prevent the passage of any class of resolution governing the affairs of Company B. The threshold in section 8(6) of the NSI Act would therefore be met.

Key dates

When is the acquisition expected to take place?

Please provide the date on which the acquisition completed or is expected to complete. This date could be known or estimated. This would be the planned date when shareholdings, voting rights or material influence would be transferred to the acquirer. If you are not sure, please use an approximate date.

UK regulatory approval

Please provide information on whether a UK regulator needs to approve the acquisition or has already approved the acquisition prior to completion. You must include the name of the regulator and any known dates associated with those approvals (for example, the date of submission). If the outcome has not yet been decided, you must provide a date when an outcome is expected.

Other key dates

Please provide information on any other key dates and describe the relevance of any dates listed. This is an opportunity for notifiers to make the government aware of any key dates that are pertinent to the acquisition. For example, this could include a date when the agreement to purchase may expire, or an expected timeline for the acquisition, or when particular conditions in the agreement to purchase may expire.

Section 3: Qualifying entity details

This section requests information about the qualifying entity that is being acquired. You will be asked to provide information about the entity including its name, registration details and to describe the activities the entity undertakes. If the entity is incorporated outside of the UK, you will be asked to provide the country of incorporation, a unique business reference if available, for example the company number, and full registration details within the country of incorporation (i.e. any other information relevant to the registration, such as the name of the state or region, or registering authority). You must also provide details about the pre-acquisition and post-acquisition ownership structures.

About the qualifying entity

You must describe the activities or services the qualifying entity provides or carries out, provide its name and the name and contact details of an individual in a senior position in the qualifying entity. You should provide information on any technologies that underpin its activities and if they offer unique capabilities.

UK Government Security Classification

You must provide, to the best of your knowledge, details about whether the qualifying entity is authorised to receive or hold information that has a UK Government Security Classification. This includes information from any UK government department, agency or public body. You should review the UK government’s policy on Government Security Classifications ahead of providing this information. If there is more than one classification of information or the qualifying entity receives information from different UK government departments, you should make multiple entries.

Information is available on how the government classifies information assets to ensure they are appropriately protected.

If the qualifying entity is authorised to receive or hold sensitive nuclear information you should select ‘other’ and detail this when describing the information held by the qualifying entity. Read further guidance on handling Sensitive Nuclear Information.

If the qualifying entity stores or holds information at ‘Secret’ or above or sensitive nuclear information, it is legally required to have a facility security clearance and a List X or List N status respectively. If this is the case, ensure that is explained in the ‘description of the information received/held’ or the ‘additional information’ text boxes.

UK licences

You must provide, to the best of your knowledge, details about any licences the qualifying entity holds, to operate or carry out its activities in the UK. These licences could vary across different areas and examples include:

• a licence to generate, transmit, distribute, or supply electricity from the Office of Gas and Electricity Markets (Ofgem) in England, Scotland, and Wales
• a communications licence from the Office of Communications (Ofcom)
• a licence for exploration or production from the Oil and Gas Authority

When providing this information you must include the licence name, the issuing authority, and the date the licence was issued or declined.

Dual-use items

You must provide, to the best of your knowledge, details about all dual-use items (including software and technology) that the qualifying entity holds or owns. You can also provide any further information which you consider is relevant to this notification.

Dual-use items are goods or technology whose export or transfer is controlled under export control legislation. Government guidance on Dual use items will help you understand whether any items fall under the description and categories set out for dual-use items.

Supply relationships with the UK government

You must provide, to the best of your knowledge, a summary of any ongoing supply relationship or any supply relationship that the qualifying entity has had with the UK government. This must also be within the last 5 years with any UK government department, agency or public body and relates to any one or more of the areas of defence, national security responsibilities, law enforcement or a national infrastructure sector. When describing the supply relationship, you should provide details about what is or was supplied, how long the relationship is or was for and if there are any other parties.

A national Infrastructure sector is one of the sectors listed by the National Protective Security Agency (NPSA) as being sectors capable of containing critical national infrastructure. Further information is available on Critical National Infrastructure is available from the National Protective Security Agency (NPSA). When describing the supplier relationship, please do not mention the name of any intelligence agencies (directly or indirectly) or attach documents that mention their names, as this may result in a security breach and could delay your notification being processed.

Research and development

You must provide, to the best of your knowledge, a summary of any research and development the qualifying entity has undertaken in the last 5 years that has been partly or wholly funded by the UK government in the areas of defence, national security responsibilities, law enforcement or national infrastructure sector. You should provide a description of the research and development project explaining the nature of the research and the applications for use, if the research has continued, and who provided the funding.

National Security Vetting (NSV) clearance

You must provide, to the best of your knowledge, information on whether any employees of the qualifying entity, or contractors if it employs them, hold National Security Vetting clearance. Whenever a contract is issued by the government there will be security requirements associated to it and individuals working on that contract will require different levels of security clearance. Further details on government security clearance levels is available. You must provide the number of employees which hold security clearance at different levels. If there are different clearances held you should provide multiple entries and provide the number of clearances held. For example, 40 people hold Security Check (SC) and 5 people hold Developed Vetting (DV).

Ownership and structure of the qualifying entity

The notification forms ask for structure charts to be provided. These are an important part of the notification and are needed to understand fully the ownership structure of entities and assets before and after the acquisition has been completed. This information is important because, as set out in the Section 3 Statement, the government will consider the ultimate controller of the acquirer when deciding whether to use the call-in power. Without this information a notification may be rejected as there might not be enough information for the government to decide whether to call in or clear the acquisition.

Structure charts should be in a chart format and include the ultimate beneficial ownership of both the qualifying entity and the acquirer, the nationalities (for named individuals), the country of incorporation (for entities), any subsidiaries and the percentages of ownership between entities.

Pre-acquisition ownership structure chart of the qualifying entity

You must upload a document showing the pre-acquisition ownership structure of the qualifying entity. You should include information on the details of shareholders or owners with a share ownership or voting rights of 5% or over. This includes:

• the shareholders’ full names (whether individuals or entities)
• the percentage of ownership and details of their voting rights
• the nationality (for individuals) or country of incorporation or constitution (for entities) of any shareholders listed
• any other information that you consider is relevant

The file must be 10MB or less. You must provide the file in one of the following formats:

• PDF
• Word document (.docx)
• Excel (.xlsx)
• PowerPoint (.pptx)

Expected post-acquisition ownership structure chart of the qualifying entity

You must upload a document showing the expected post-acquisition ownership structure of the qualifying entity. You should include information on the details of shareholders or owners with share ownership or voting rights of 5% or more. This includes:

• the shareholders’ full names (whether individuals or entities)
• the percentage of share ownership or voting rights
• the nationality (for individuals) or country of incorporation or constitution (for entities) of any shareholders listed
• any other information that you consider is relevant

The file must be 10MB or less. You must provide the file in one of the following formats:

• PDF
• Word document (.docx)
• Excel (.xlsx)
• PowerPoint (.pptx)

Non-UK government direct or indirect role in the operation or decision making of the qualifying entity

You must provide information on any non-UK government that has a role in the operation or decision-making of the qualifying entity. You must specify the name of the non-UK government and describe their role and interests. An example of this could be directing or influencing the policy of the entity.

Section 4: Qualifying asset details (voluntary notifications only)

About the qualifying asset

You must describe, to the best of your knowledge, the qualifying asset being acquired, the location of the asset, and which type of asset it is. You must provide a full postal address for the asset in all cases except where the asset does not have a postal address such as intellectual property rights. When providing a description of the asset, consider the following questions as steers for the information you submit:

• the use / application of the asset being acquired
• if the qualifying asset a physical asset (such as machinery or equipment) or a non-physical asset (such as intellectual property rights)
• if there were any active joint development agreements or academic partnerships related to the qualifying asset in the development or control of the asset
• if the asset provides any unique capabilities that could be related to military or energy use
• whether the asset offers unique capabilities not currently available in the UK market

UK Government Security Classification

You must provide, to the best of your knowledge, details of whether the owner of the qualifying asset is authorised to receive or hold information that has a UK Government Security Classification in relation to the asset in question. This includes any UK government department, agency or public body. You should review the UK government’s policy on Government Security Classifications ahead of providing this information. If there is more than one classification of information or the qualifying asset receives information from different UK government departments, you should provide multiple entries.

Information is available on how the government classifies information assets to ensure they are appropriately protected.

If the owner of the qualifying asset is authorised to receive or hold sensitive nuclear information you should select ‘other’ and detail this when describing the information held by the qualifying entity. Read further guidance on handling sensitive nuclear information.

If the owner of the qualifying asset stores or holds information at ‘Secret’ or above or sensitive nuclear information, the asset is legally required to have a facility security clearance and a List X status or a List N status respectively. If this is the case, ensure that is explained in the ‘description of the information received/held’ or the ‘additional information’ text boxes.

UK licences

You must provide, to the best of your knowledge, details about any licences the owner of the qualifying asset holds to operate or carry out activities in relation to the asset in question. These licences could vary across different areas and some examples include:

• a licence to generate, transmit, distribute, or supply electricity from the Office of Gas and Electricity Markets (Ofgem) in England, Scotland, and Wales
• a communications licence from the Office of Communications (Ofcom)
• a licence for exploration or production from the Oil and Gas Authority

When providing this information you must include the licence name, the issuing authority and the date the licence was issued or declined.

Dual-use items

You must provide, to the best of your knowledge, details of whether the qualifying asset falls under the description and categories set out for dual-use items.

Dual-use items are goods or technology whose export or transfer is controlled under export control legislation. Government guidance on Dual use items will help you understand whether any items fall under the description and categories set out for dual-use items.

UK citizens’ data

You must provide, to the best of your knowledge, information on whether the qualifying asset is used to gather data on UK citizens. The data could be information that does or does not allow the identification of individuals.

Ownership and structure of qualifying asset (voluntary notifications only)

Pre-acquisition ownership structure chart of the qualifying asset

You must upload a document showing the pre-acquisition ownership structure of the qualifying asset. You should include the full names of those with rights or interests in the qualifying asset before the acquisition and any other information that you consider is relevant to this notification. The file must be 10MB or less. You must provide the file in one of the following formats:

• PDF
• Word document (.docx)
• Excel (.xlsx)
• PowerPoint (.pptx)

Expected post-acquisition ownership of the asset

You must upload a document showing the post-acquisition ownership structure of the qualifying asset. You should include the full names of those with rights or interests in the qualifying asset before the acquisition and any other information that you consider is relevant to this notification. The file must be 10MB or less. You must provide the file in one of the following formats:

• PDF
• Word document (.docx)
• Excel (.xlsx)
• PowerPoint (.pptx)

You must provide information on any contractual arrangements between the acquirer and another party regarding shared ownership. When providing a summary, please describe the key terms of the arrangements and how this affects who has the right to use or control the qualifying asset.

Non-UK government control over how the qualifying asset is used

You must provide, to the best of your knowledge, information on any non-UK government that will have direct or indirect control of the qualifying asset. An example of this could be directing the asset to be used for a particular application or having rights to be able to replicate or reproduce the asset. If there is such control you must specify the name of the non-UK government and describe their role and interests.

Section 4 - Acquirer details (Section 5 for voluntary notifications only)

This section requests information about the acquirer. You should provide information including the acquirer’s full name, registration details if it is an entity and describe the activities the acquirer entity undertakes. You should provide details of non-UK government involvement in the acquirer. You should also upload a document showing the ownership structure of the acquirer and details of board members if the acquirer is an entity.

About the acquirer

When describing the acquirer, you must provide:

• the full name of the acquiring entity / individual
• its country of incorporation
• or constitution if the acquiring party is an entity
• or the country of nationality if the acquiring party is an individual

If the acquirer is an entity, you should provide its registration details. If the entity is incorporated outside of the UK, you will be asked to provide the country of incorporation, a unique business reference if available, for example the company number, and full registration details within the country of incorporation (i.e. any other information relevant to the registration, such as the name of the state or region, or registering authority). You must also provide a description of the activities or services the acquiring party carries out, including if they currently provide products or services in the UK. If there is more than one acquirer, you must provide details for all acquirers.

Non-UK government share ownership or voting rights in the acquirer

You must provide information on any non-UK government or representative of a non-UK government that has any share ownership or voting rights in the acquirer. A representative could be any individual or entity that represents the interest of a non-UK government, for example, a subsidiary that is owned by a non-UK government. You must include the name of the non-UK government or the full name of the individual or entity acting on behalf of the non-UK government, information on their share ownership or voting rights held. You can also provide any other information you consider relevant to this notification.

Non-UK government with a direct or indirect role in the operation or decision making of the acquirer

You must provide information on any non-UK government that has a direct or indirect role in the operation or decision making of the acquirer. You must specify the name of the non-UK government and describe their role and interests. An example of this could be that the non-UK government can direct the acquirer to make an investment or has a role in that decision. This could also include any non-UK government that was be able to direct or influence the policy of the entity.

Contractual arrangements regarding share ownership or voting rights between the acquirer and any other party after the acquisition completes

You must provide information on any contractual arrangements in place regarding share ownership or voting rights between the acquirer and another party in relation to the qualifying entity once the acquisition is completed. When providing a summary, describe the key terms of the arrangements and how the contractual arrangement will change the acquirers’ expected shareholdings/voting rights in the qualifying entity.

Ownership structure of the acquirer

Where the acquirer is an entity, you must upload a document showing the ownership structure of the acquirer including the ultimate parent company. You should include:

• information on the details of shareholders with a share ownership or voting rights of 5% or over
• full name and the percentage of ownership
• details on their voting rights
• the nationality (for individuals) or country of incorporation (for entities) of any shareholders listed
• any other information that you consider is relevant

The file must be 10MB or less. You must provide the file in one of the following formats:

• PDF
• Word document (.docx)
• Excel (.xlsx)
• PowerPoint (.pptx)

Board of directors or equivalent within the acquirer

You must provide information about the board of directors or equivalent in the acquirer. For each director you will be asked to provide their full name, date of birth and the position they hold. You will also be asked to confirm if they are a politically exposed person (PEP). You must include all members of the board (or the equivalent) at the time of submitting the notification.

Politically exposed persons (PEPs) are typically, a non-UK or domestic member of parliament, head of state or government, or government minister and their family members and known close associates.

Section 5: Declarations and other relevant information (Section 6 For voluntary notifications only)

You must use this section to attach the signed declaration or declarations. You will not be able to submit the notification without attaching the declaration or declarations.

About the declaration

When submitting a notification, you must also upload a signed declaration acknowledging the NSI Act of submitting a notification. This declaration is available to download in the notification portal. It needs to be signed and uploaded in the additional information section.

Any person submitting a notification needs to sign and submit Declaration A, which acknowledges that the notification is being knowingly and willingly submitted.

If you are the representative of the notifying party, you need to submit 2 declarations. The notifying party completes Declaration A and you must complete Declaration B as the notifying party’s representative. This acknowledges that you are willingly and knowingly submitting a notification on behalf of the notifying party.

You will not be able to submit the notification without attaching the declaration or declarations.

Managing your notification

How to share notifications

When preparing a notification, you are able to share access with other individuals in your organisation enabling them to view, update and submit the notification. Access can be granted, and removed, to notifications in progress (started but not yet submitted to the government) and to returned notifications that require more information.

Two levels of access can be granted by selecting one of the following roles:

• editor – editors can view and update the notification
• owner – owners can view and update the notification, submit the notification, delete in progress notifications, share notifications with other people and remove share access from individuals.

When you share a notification an email alert is issued to all notification owners and the newly added individual. This will include the reference number of the notification and the email address of the individual who is having access granted.

To share a notification:

• you must be designated as an owner for the notification. The person that created the notification automatically holds owner role access
• the individual you are sharing the notification with must already hold an account with the National Security and Investment notification service
• the individual you are sharing the notification with must be in the same organisation as you. When you submit a sharing request, the system will check that the domain name for your email address matches the newly added individual

When people you’ve shared your notification with make changes, you can only view the most recent changes to the notification. It is not possible to review or restore earlier versions of the notification.

How to delete a notification

You are able to delete in progress notifications (notifications that have been started, but not yet submitted to the government) if you are a designated owner.

The ‘delete notification’ feature is available from the ‘in progress notifications’ view.

To delete a notification:

• you must be designated an owner for the notification
• the notification must be in progress and not yet submitted to the government. You do not have the option to delete submitted, accepted or rejected notifications

Once a notification has been deleted it will no longer be available to view in the National Security and Investment notification service.

How to withdraw a notification

If you need to withdraw a notification that has been submitted to the government, for example because the acquisition is no longer going ahead, you must email [email protected] requesting that the notification is withdrawn.

When making the request you must provide the case reference number you were given when submitting the notification and provide a reason for withdrawing the notification. After the request has been accepted you will receive confirmation the notification form has been withdrawn.

Resolving issues with free text boxes

Some users may receive an error message when using free text fields in the following sections:

• sectors relevant to the notification
• describing the acquirer’s products, services and activities
• Other relevant documentation and information on the acquisition

If you receive an error message when selecting save and continue, please upload text as a separate document using the tool below the free text box. If you receive an error message when using another free text box which does not have a file upload option, please upload a separate document in the ‘Other relevant documentation and information on the acquisition’ area in Section 5.

The file must be 10MB or less. You must provide the file in one of the following formats:

• PDF
• Word document (.docx)
• Excel (.xlsx)
• PowerPoint (.pptx)

Time limits to access notifications from your dashboard

To secure the information we collect from you, we have put in place time limits on how long you can access your notifications through the portal.

Access to your submitted notifications will be removed from your dashboard after 60 days if the notification is rejected or 240 days if accepted. You will not be able to access the full notification data, including answers to questions, after this point.

All ‘in progress notifications’ (that is, those which have not been submitted to the government) that have not been accessed for 60 days will be deleted from the NSI Portal. You will not be able to access any of the information entered after this point. If you wish to keep an ‘in progress’ notification for longer than 60 days, please ensure you log in periodically to access.

If you need to keep your notification data, you can download a copy of your notifications from the dashboard before your access is removed. See How to download a notification. This must be done within:

• 60 calendar days of the last update for in progress notifications
• 240 calendar days after the date of acceptance for accepted notifications
• 60 calendar days after the date of rejection for rejected notifications

After access to a notification is removed, a record of the notification reference number, notification type and submission status can be accessed from the ‘archived notifications’ dashboard view. This dashboard is for your records only. You will not be able to access the full notification from this dashboard as it will have been deleted from the notification portal. To manage any risk of losing data after it is removed from the portal, please save a copy of your notification data offline.

To give you sufficient time to manage your data, we will not start archiving notifications until January 2023. At that point, any records which have exceeded the time limits above will be archived.

All notifications (apart from in progress notifications, that is, those which have not been submitted) will still be held on our internal systems after your access to these is removed from the portal.

Read about our approach to handling personal data in the National Security Investment Act 2021 privacy notice.

How to download a notification

Notifications can be downloaded in PDF format by following these steps:

For notifications that have already been submitted to the government:

• log in to the NSI digital portal
• click to access the ‘Submitted Notifications’ dashboard
• click on ‘View Details’ for the notification you need to download. This will open the ‘Check your answers before submitting your notification’ page
• click on ‘Print or Download your answers’
• a PDF document can then be saved or printed

For notifications that are ‘in-progress’ and not submitted, or which have been sent back to the notifier as ‘requiring more information’:

• log in to the NSI digital portal
• click to access the ‘In progress Notifications’ dashboard
• click on ‘Continue’ for the notification you need to download. The ‘NSI notification: task list’ page will be displayed
• click on ‘View the information you’ve entered so far’ link. This will open the ‘Check your answers before submitting your notification’ page
• click on ‘Print or Download your answers’
• a PDF document can then be saved or printed

National Security and Investment notification service: mandatory, voluntary and retrospective forms

Template notifications forms are available on Gov.uk to help you understand the questions you’ll be asked when letting the government know about an acquisition via the National Security and Investment notification service.