Kession Capital Ltd (in Liquidation) v KVB Consultants Ltd and others [2026] UKSC 11 (25 March 2026)

Executive summary

The judgment is a Supreme Court appeal about the scope of an authorised person’s responsibility under section 39 FSMA for activities carried on by an appointed representative. It concerns Kession Capital Ltd, in liquidation, and KVB Consultants Ltd and others, and arises from an appointed representative agreement that limited the representative to non-retail clients and specified regulated activities.

Key points

• Kession Capital Ltd (in liquidation) was the appellant; KVB Consultants Ltd and others were the respondents.
• The appeal concerns FSMA section 39 and the extent to which a principal is responsible for an appointed representative’s activities.
• The Court explains the statutory framework: authorised persons, Part 4A permissions, appointed representatives, and the consequences of acting outside permission.
• The source text states that the ARA limited business to professional clients, elective professional clients and eligible counterparties, excluding retail clients.
• No sanctions/export-control issue is discussed in the provided text; the case is about UK financial-services regulatory attribution and enforcement exposure.

Why it matters

For sanctions and national-security risk teams, the case matters because it addresses when a regulated principal is legally on the hook for business carried out through an intermediary structure. That is relevant to compliance design, oversight of outsourced or representative channels, and litigation over whether misconduct is attributable to the principal entity.

Implications

Compliance teams should treat appointed-representative arrangements as a controlled perimeter: the contract, the FCA permission, and the actual activity must align, especially on client classification limits. For enforcement and disputes, the case is relevant to arguments about whether conduct outside the agreed scope triggers principal liability, regulatory breach, or unenforceability consequences under FSMA.