Content Update in Progress

As the Energy Act 2023 has received Royal Assent, we are currently in the process of updating the content of our processes/guidelines concerning changes in control, including this page.

Meantime, please note that if a change in control of a company that is a licensee is contemplated, the company must apply in writing to the NSTA for consent at least three months before the proposed date of change.

If you have any questions, please contact

The model clauses of a licence impose the requirement for consent of a change of control of a Licensee.

The NSTA reserves the right to use the full suite of powers available to it should consent not be received before a change of control. This could include, but not limited to, complete revocation of the licence, or partial revocation in respect of the company concerned, which in practical terms amounts to the removal of the company from the licence, while the licence continues in the hands of its former partners.

The NSTA’s policy requirement when deciding whether to exercise the change of control powers and when deciding whether to issue consent in respect of them is that the party seeking to effect the change of control must demonstrate that the change of control will not prejudice the ability of the Licensee to meet its licence commitments, liabilities and obligations. 

If consent is granted, it will be based on the information available to the NSTA at the time, and limited accordingly.

In taking its decision, the NSTA may also consider (amongst other things, and where appropriate) the Licensee criteria set out here

Also, the NSTA may consider (amongst other things) the fitness of directors and other persons (real or corporate) who will exercise control over the Licensee post the change of control.  The NSTA’s fitness criteria are set out here.

The NSTA’s indicative timelines for considering change of control matters are set out here.

Information and documentation requirements

Details of the change of control should be emailed to and include the following information:

  • the name of the new corporate parent, country of incorporation and company registration number
  • a post-change of control pro-forma balance sheet for the licensee and a consolidated post-change of control pro-forma balance sheet for the new corporate parent
  • a list from the new corporate parent of its prospective subsidiary’s UKCS licence holdings and commitments (especially those arising from work programmes, from the fallow initiative or the asset stewardship process) and a statement that it will support the licensee in meeting these commitments.

The above is a non-exhaustive list, and the NSTA may require additional information to take a decision on whether or not to grant consent to a change of control.

Deed of guarantees

Where a licensee is dependent on the financial support of its current corporate parent or another entity to enable it to meet its licence obligations and will become reliant on the financial support of its new corporate parent or another entity, the NSTA will require a deed of guarantee from the new corporate parent or another entity to replace any existing deed of guarantee which may have been issued.  

We require any new deed of guarantee to be issued on or immediately following the date on which the change of control becomes effective. Deeds of guarantee should be on the corporate stationery of the new corporate parent or another entity and should use The NSTA’s form of words for deed of guarantees which can be found here.

Failure by the new corporate parent or another entity to provide a deed of guarantee in one of the two prescribed formats may constitute sufficient grounds for the NSTA to invoke its powers under the model clauses to either order a further change of control or to revoke any UK petroleum licences held by the licensee.

NSTA Approach on Carbon Dioxide Appraisal and Storage Changes in Control

Should a licensee wish seek a change in control of the licensee of a Carbon Dioxide Appraisal and Storage Licence, the NSTA’s consent must be obtained prior to the event.

The NSTA’s approach can be found here.