Financial Services and Markets Act 2000, section 382

Restitution orders

Part XXV Injunctions and Restitution

(1)The court may, on the application of the [F2856appropriate regulatorF2856] or the Secretary of State, make an order under subsection (2) if it is satisfied that a person has contravened a relevant requirement, or been knowingly concerned in the contravention of such a requirement, and—

(a)that profits have accrued to him as a result of the contravention; or

(b)that one or more persons have suffered loss or been otherwise adversely affected as a result of the contravention.

(2)The court may order the person concerned to pay to the [F2857regulator concernedF2857] such sum as appears to the court to be just having regard—

(a)in a case within paragraph (a) of subsection (1), to the profits appearing to the court to have accrued;

(b)in a case within paragraph (b) of that subsection, to the extent of the loss or other adverse effect;

(c)in a case within both of those paragraphs, to the profits appearing to the court to have accrued and to the extent of the loss or other adverse effect.

(3)Any amount paid to the [F2858regulator concernedF2858] in pursuance of an order under subsection (2) must be paid by it to such qualifying person or distributed by it among such qualifying persons as the court may direct.

(4)On an application under subsection (1) the court may require the person concerned to supply it with such accounts or other information as it may require for any one or more of the following purposes—

(a)establishing whether any and, if so, what profits have accrued to him as mentioned in paragraph (a) of that subsection;

(b)establishing whether any person or persons have suffered any loss or adverse effect as mentioned in paragraph (b) of that subsection and, if so, the extent of that loss or adverse effect; and

(c)determining how any amounts are to be paid or distributed under subsection (3).

(5)The court may require any accounts or other information supplied under subsection (4) to be verified in such manner as it may direct.

(6)The jurisdiction conferred by this section is exercisable by the High Court and the Court of Session.

(7)Nothing in this section affects the right of any person other than the [F2859appropriate regulatorF2859] or the Secretary of State to bring proceedings in respect of the matters to which this section applies.

(8) “Qualifying person” means a person appearing to the court to be someone—

(a)to whom the profits mentioned in subsection (1)(a) are attributable; or

(b)who has suffered the loss or adverse effect mentioned in subsection (1)(b).

(9) “Relevant requirement”—

(a)in relation to an application by the [F2860appropriate regulatorF2860] , means a requirement—

(i)F2863[F2861 which is imposed by or under this Act or by a [F2862 qualifying provisionF2862] specified, or of a description specified, for the purposes of this subsection by the Treasury by orderF2861] ; ...

(ii)which is imposed by or under any other Act and whose contravention constitutes an offence [F2864mentioned in section 402(1)F2864] ; F2865[F2866...

(iii)which is imposed by the Alternative Investment Fund Managers Regulations 2013;F2866][F2867 or

(iv)which is imposed by Part 7 of the Financial Services Act 2012 (offences relating to financial services) and whose contravention constitutes an offence under that Part;F2867]

(b)in relation to an application by the Secretary of State, means a requirement which is imposed by or under this Act and whose contravention constitutes an offence which the Secretary of State has power to prosecute under this Act.

(10)In the application of subsection (9) to Scotland—

F2868 (a). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(b) in paragraph (b) omit “which the Secretary of State has power to prosecute under this Act”.

[F2869 (11) The PRA is the “appropriate regulator” in the case of a contravention of—

(a)a requirement that is imposed by the PRA under any provision of this Act,

(b)a requirement under section 56(6) where the authorised person concerned is a PRA-authorised person and the prohibition order concerned is made by the PRA, or

(c)a requirement under section 59(1) or (2) where the authorised person concerned is a PRA-authorised person and the approval concerned falls to be given by the PRA.

(12) In the case of a contravention of a requirement that is imposed by a [F2870 qualifying provision F2870] , “the appropriate regulator” is whichever of the PRA or the FCA (or both) is specified by the Treasury by order in relation to the [F2870 qualifying provision F2870] for the purposes of this section.

(13) In the case of a contravention of a requirement where the contravention constitutes an offence under this Act, the “appropriate regulator” is the regulator which has power to prosecute the offence (see section 401).

(14) The FCA is the “appropriate regulator” in the case of a contravention of any other requirement.

(15) The Treasury may by order amend the definition of “appropriate regulator”. F2869]

Read section 382 in the full Act → Definitions (10) Cases (33)

Definitions used in section 382

appropriate regulator

(11) The FCA is the “appropriate regulator” in the case of a contravention of any other requirement , other than a case falling within paragraph 26 of Schedule 17A .

Defined in s.380(11) · see it in the full Act
relevant requirement

(3) For the purposes of that power, “relevant requirement” is to be read in accordance with paragraph 26(2) of this Schedule (subject to sub-paragraph (3A)) .

Defined in Sch.17A para.28(3) · see it in the full Act
regulator

“regulator” has the meaning given in section 3A(2);

Defined in s.417(1) · see it in the full Act
qualifying provision

(1) In this Act “qualifying provision” means a provision of any of the following—

(a) assimilated direct legislation;

(b)technical standards made in accordance with Chapter 2A of Part 9A;

(ba)other subordinate legislation made under assimilated direct legislation;

(c)subordinate legislation ... made by virtue of regulations made under section 8 of the European Union (Withdrawal) Act 2018.

Defined in s.425C(1) · see it in the full Act
Specified

(5) “Specified” means specified in an order made by the Treasury.

Defined in s.22(5) · see it in the full Act
the PRA

“the PRA” means the Prudential Regulation Authority;

Defined in s.417(1) · see it in the full Act
authorised person

“authorised person” has the meaning given in section 31(2);

Defined in s.417(1) · see it in the full Act

(2) In this Act “authorised person” means a person who is authorised for the purposes of this Act.

Defined in s.31(2) · see it in the full Act
PRA-authorised person

(5) In this Act “PRA-authorised person” means an authorised person who has permission—

(a)given under Part 4A, or

(b)resulting from any other provision of this Act,

Defined in s.2B(5) · see it in the full Act

“PRA-authorised person” has the meaning given in section 2B(5);

Defined in s.417(1) · see it in the full Act
prohibition order

“prohibition order” (except in the expression “Part 9C prohibition order” or “Part 18C prohibition order” ) has the meaning given in section 56(2);

Defined in s.417(1) · see it in the full Act
the FCA

(2) The Financial Conduct Authority is in this Act referred to as “the FCA”.

Defined in s.1A(2) · see it in the full Act

“the FCA” means the Financial Conduct Authority;

Defined in s.417(1) · see it in the full Act

Cases considering section 382 (33)

The Financial Conduct Authority v Karen Ferreira

[2022] EWCA Civ 397 · 25 March 2022Interprets

Section 382 requires a secondary party to know the facts which make the conduct a contravention. The word “knowingly” creates a different liability test from that applicable to a primary contravener. A compensation order cannot rest only on knowledge of the company’s business actions. (see paras [30]-[31]; [45]-[48])

Financial Services Authority v Martin & Anor

[2005] EWCA Civ 1422 · 25 November 2005Interprets

The court treated this restitution jurisdiction as distinct from, but capable of overlapping with, section 380(2). In transitional cases it could not be used solely because a person was knowingly concerned in another's section 3 contravention. (see [14]-[16]; [20]; [42]) The court used the provision's profit-and-loss criteria to distinguish restitutionary orders from the remedial orders sought under section 380(2). (see [14]; [38]-[39])

The Financial Conduct Authority v Argento Wealth Limited & Anor

[2026] EWHC 1093 (Ch) · 19 May 2026Interprets

The judgment set out the conditions for a section 382 order, including contravention of a relevant requirement and resulting profit, loss or adverse effect, as context for deciding whether section 382(3) could apply without such an order. (see paras [27]-[30]) The court held that money voluntarily paid under the Repayment Deed in connection with a section 382 claim could be treated purposively as money obtained in pursuance of an order under subsection (2), supporting jurisdiction under section 382(3). (see paras [28]-[30]) The court held that section 382(3) empowered it to direct distribution of money paid voluntarily to the FCA under the Repayment Deed, despite the absence of a section 382(2) order. It directed scheme-specific pro rata distributions to qualifying investors. (see paras [26]-[30]; [56]-[68]) The court used the definition of qualifying person to include investors whose loss was sufficiently caused by the Defendants’ contraventions, while excluding Non-AWL Investors because their loss was too remote. (see paras [56]-[59])

13 more judgments, and what each says about section 382, are in the case-law panel in the full Act.

Explanatory note

665.This section gives the court the power, on the application of the Authority or the Secretary of State, to order restitution to be paid by a person who has contravened a requirement or been knowingly involved in a contravention.  The court must be satisfied that the contravention has led either to the person ordered to pay restitution accruing profits or to others suffering loss or being adversely affected in other ways.  It is possible for an application for a restitution order to be combined with an application for an injunction.

666.Under subsection (2), the court has discretion to decide what is an appropriate sum for a person to have to pay taking into account the size of any profits which have accrued and the extent to which persons have suffered loss or been adversely affected.  The restitution is initially paid to the Authority, but the Authority is then required to distribute the money among people chosen by the court.  These must be those people  who appear to the court to have been directly affected by the contravention, or to whom the profits may be attributed, for example because it was their funds that were used to make a particular investment which gave rise to the profits.

667.Subsections (4) and (5) give the court powers to require further information from potential recipients of restitution orders to assist the court in determining what profits have accrued to them, to what extent others have been affected by a contravention or how to distribute the money.  The court may also require this information to be verified.

668.Subsection (7) provides that the fact that the Authority or the Secretary of State has made an application under this section for a restitution order does not prevent someone taking a private action for restitution in respect of the same matter.  The court is likely to have regard to the question of whether any payments have already been made by a person in determining whether to order restitution in any particular case.

669.The range of requirements the contravention of which can give rise to an application to the courts under this section for a restitution order is the same as for injunctions under section 380.  These are set out in subsection (9).

All the explanatory notes for the Act

Amendments and notes

26 notes from legislation.gov.uk

Amendments

  1. F2856Words in s. 382(1) substituted (24.1.2013 for specified purposes, 1.4.2013 in so far as not already in force) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 9 para. 21(2) (with Sch. 20); S.I. 2013/113, art. 2(1)(b), Sch. Pt. 2; S.I. 2013/423, art. 3, Sch.
  2. F2857Words in s. 382(2) substituted (24.1.2013 for specified purposes, 1.4.2013 in so far as not already in force) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 9 para. 21(3) (with Sch. 20); S.I. 2013/113, art. 2(1)(b), Sch. Pt. 2; S.I. 2013/423, art. 3, Sch.
  3. F2858Words in s. 382(3) substituted (24.1.2013 for specified purposes, 1.4.2013 in so far as not already in force) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 9 para. 21(3) (with Sch. 20); S.I. 2013/113, art. 2(1)(b), Sch. Pt. 2; S.I. 2013/423, art. 3, Sch.
  4. F2859Words in s. 382(7) substituted (24.1.2013 for specified purposes, 1.4.2013 in so far as not already in force) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 9 para. 21(4) (with Sch. 20); S.I. 2013/113, art. 2(1)(b), Sch. Pt. 2; S.I. 2013/423, art. 3, Sch.
  5. F2860Words in s. 382(9)(a) substituted (24.1.2013 for specified purposes, 1.4.2013 in so far as not already in force) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 9 para. 21(5)(a) (with Sch. 20); S.I. 2013/113, art. 2(1)(b), Sch. Pt. 2; S.I. 2013/423, art. 3, Sch.
  6. F2863Word in s. 382(9)(a) omitted (22.7.2013) by virtue of The Alternative Investment Fund Managers Regulations 2013 (S.I. 2013/1773), reg. 1, Sch. 1 para. 28(a)
  7. F2861S. 382(9)(a)(i) substituted (24.1.2013 for specified purposes, 1.4.2013 in so far as not already in force) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 9 para. 21(5)(b) (with Sch. 20); S.I. 2013/113, art. 2(1)(b), Sch. Pt. 2; S.I. 2013/423, art. 3, Sch.
  8. F2862Words in s. 382(9)(a)(i) substituted (31.12.2020) by The Financial Services and Markets Act 2000 (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/632), regs. 1(3), 71(2); 2020 c. 1, Sch. 5 para. 1(1)
  9. F2864Words in s. 382(9)(a)(ii) substituted (24.1.2013 for specified purposes, 1.4.2013 in so far as not already in force) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 9 para. 21(5)(c) (with Sch. 20); S.I. 2013/113, art. 2(1)(b), Sch. Pt. 2; S.I. 2013/423, art. 3, Sch.
  10. F2865Word in s. 382(9)(a)(ii) omitted (1.4.2014) by virtue of Financial Services (Banking Reform) Act 2013 (c. 33), s. 148(5), Sch. 10 para. 3(3); S.I. 2014/377, art. 2(2)(c)
  11. F2866S. 382(9)(a)(iii) and word inserted (22.7.2013) by The Alternative Investment Fund Managers Regulations 2013 (S.I. 2013/1773), reg. 1, Sch. 1 para. 28(b)
  12. F2867S. 382(9)(a)(iv) and word inserted (1.4.2014) by Financial Services (Banking Reform) Act 2013 (c. 33), s. 148(5), Sch. 10 para. 3(3); S.I. 2014/377, art. 2(2)(c)
  13. F2868S. 382(10)(a) omitted (24.1.2013 for specified purposes, 1.4.2013 in so far as not already in force) by virtue of Financial Services Act 2012 (c. 21), s. 122(3), Sch. 9 para. 21(6) (with Sch. 20); S.I. 2013/113, art. 2(1)(b), Sch. Pt. 2; S.I. 2013/423, art. 3, Sch.
  14. F2869S. 382(11)-(15) inserted (24.1.2013 for specified purposes, 1.4.2013 in so far as not already in force) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 9 para. 21(7) (with Sch. 20); S.I. 2013/113, art. 2(1)(b), Sch. Pt. 2; S.I. 2013/423, art. 3, Sch.
  15. F2870Words in s. 382(12) substituted (31.12.2020) by The Financial Services and Markets Act 2000 (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/632), regs. 1(3), 71(3); 2020 c. 1, Sch. 5 para. 1(1)

Modifications

  1. C1276S. 382 extended (with modifications) (1.12.2001) by S.I. 2001/2657, arts. 1(1), 2 (which was revoked (8.10.2001) by S.I. 2001/3083, arts. 1(2), 23); S.I. 2001/3538, art. 2(1)
  2. C1277S. 382 modified (18.7.2002 for certain purposes and 21.8.2002 otherwise) by The Electronic Commerce Directive (Financial Services and Markets) Regulations 2002 (S.I. 2002/1775), regs. 1, 12(2)
  3. C1278S. 382 applied (with modifications) (1.4.2013) by The Financial Services Act 2012 (Transitional Provisions) (Enforcement) Order 2013 (S.I. 2013/441), arts. 1(1), 16(2)
  4. C1279S. 382 applied (with modifications) (1.4.2013) by The Financial Services Act 2012 (Transitional Provisions) (Enforcement) Order 2013 (S.I. 2013/441), arts. 1(1), 18(3)
  5. C1280S. 382 applied (with modifications) (26.7.2013 for specified purposes, 1.4.2014 in so far as not already in force) by The Financial Services Act 2012 (Consumer Credit) Order 2013 (S.I. 2013/1882), arts. 1(1), 3(9)
  6. C1281S. 382 modified (20.4.2015 for specified purposes, 21.12.2015 for specified purposes, 21.3.2016 in so far as not already in force) by The Mortgage Credit Directive Order 2015 (S.I. 2015/910), arts. 1(5), 23(1)(c) (with Pt. 4)
  7. C1282S. 382 applied (with modifications) (31.5.2021) by The Civil Liability Act 2018 (Financial Conduct Authority) (Whiplash) Regulations 2021 (S.I. 2021/594), regs. 1, 2(7)(b)
  8. C1283S. 382 applied (8.6.2023 for specified purposes, 7.10.2023 in so far as not already in force) by The Financial Services and Markets Act 2000 (Financial Promotion) (Amendment) Order 2023 (S.I. 2023/612), art. 1(2), Sch. para. 1(q) (with art. 11)
  9. C1284S. 382 applied (with modifications) (14.1.2025 for specified purposes, 13.7.2026 in so far as not already in force) by The Short Selling Regulations 2025 (S.I. 2025/29), regs. 2(2)(3), 24, 25, Sch. 1 Pts. 1, 2; S.I. 2026/587, reg. 2(b)
  10. C1285S. 382(3)-(5)(8) applied (with modifications) (26.11.2001) by S.I. 2001/3755, regs. 1, 9(7)(9) (with regs. 39, 45)
  11. C1286S. 382(9)(a)(iii) modified (30.1.2024 for specified purposes, 1.11.2024 in so far as not already in force) by The Securitisation Regulations 2024 (S.I. 2024/102), regs. 2(1)(e)(2), 34(7)(8)(e) (with Sch. 3); as amended by S.I. 2024/705, regs. 1(2), 2(2)