Gaming licence due diligence: ownership and funding evidence

What question is the regulator trying to answer?

The MGA’s fit-and-proper guidance treats due diligence as a foundation of licensing suitability. The applicable forms determine whose information is required and how it must be supplied.

A useful preparation exercise is to ask whether a reviewer unfamiliar with the group can identify the controlling individuals without making assumptions. If the answer depends on an undocumented trust, nominee arrangement or shareholder agreement, the diagram is incomplete.

How should ownership evidence be organised?

Create a dated structure chart and support every ownership step with the relevant records. Explain voting rights and control arrangements as well as economic ownership. Do not assume that a simple percentage chart captures all control.

• Use consistent legal names and registration numbers across the evidence pack.
• Identify intermediate holding entities and their jurisdiction of incorporation.
• Explain agreements that alter voting, appointment or control rights.
• Record which documents require certification, translation or updating.
• Maintain an open-items list when a document is missing rather than silently omitting it.

How is funding evidence different from a bank balance?

A balance shows that money is present at a point in time. It does not necessarily explain how the investor obtained it or how it reached the applicant. The UKGC’s funding guidance illustrates that the assessment depends on the funding source and circumstances.

Build a transaction narrative: source event, owner of the funds, accounts used, transfer date and legal basis for the investment. For a shareholder loan, align the agreement with the actual transfer and the financial forecast. Where several investors contribute, keep separate trails rather than treating one bank statement as proof for everyone.

What should be done about discrepancies?

Resolve discrepancies explicitly. If a name differs because of transliteration, or a historical address appears on a document, provide a supported explanation. Altering documents or avoiding disclosure creates a more serious problem than an administrative inconsistency.

A practical review uses two passes. First check completeness against the official list. Then check consistency across the entire pack: dates, roles, percentages, financial amounts and narrative. This second pass often finds errors that a document-by-document checklist misses.

How does due diligence continue after approval?

Keep a controlled record of the information submitted and the assumptions on which it relied. A new investor, management change or restructuring can trigger further assessment or notification obligations.

Before a transaction closes, compare the proposed structure with the licensed structure. Assign responsibility for analysing the relevant change-of-control rules and any required approvals. Due diligence is part of governing the business, not simply a folder assembled once for the application.