This
page provides the licensing requirements for broker dealers, limited broker
dealers, investment advisers, principals, representatives and collective
investment schemes. It also links to information for companies desirous
of making public offerings.
[Broker Dealers] [Limited Broker Dealers] [Investment Advisors] [Principals] [Representatives] [Collective Investment Schemes] [Issuers]
Broker
Dealers 
The requirements for obtaining a broker-dealer licence are detailed in Sections 48 and 49 of the Securities Act, 2001. The Securities Act, 2001, requires that an entity satisfy the following conditions to qualify for a broker-dealer licence: 1) The application must be made on the prescribed application form (hyperlink to form) and be accompanied by the relevant fees made payable to the Commission. The application fee for a broker-dealer licence is One Thousand Eastern Caribbean Dollars (EC$1,000.00), the licence fee is Three Thousand Eastern Caribbean Dollars (EC$3,000.00), and the annual renewal licence fee is Two Thousand Eastern Caribbean Dollars (EC$2,000.00). 2) The applicant must be a company. A company is defined by the Securities Act, 2001, as a company incorporated or registered under the Companies Act of a member territory of the ECSM. 3) The applicant must employ at least two persons licensed by the Commission to operate in the ECSM; one must be licensed as a principal and another as a representative. Both must have passed the ECSM Certification Examinations. The applications for the principal and representative can be submitted with the application for the broker-dealer licence. 4) The applicant must have paid-up capital of no less than One Million Eastern Caribbean Dollars (EC$1.0 million). 5) The applicant must have indemnity insurance coverage or a fidelity bond acceptable to the Commission (see Section 80 of the Securities Act, 2001). 6) The applicant must be a company of good reputation. The directors and officers of the applicant must also be persons of good character and reputation. The directors and staff of the applicant should have the requisite education, qualifications and experience to perform the services for which the licence is required. 7) The applicant must have sufficient financial resources to undertake the services for which the licence is required. 8) The applicant must have premises acceptable to the Commission. The premises should be able to facilitate confidential interaction between the applicant and its clients, and provide for safe and confidential storage of documents. A limited service broker is an entity dealing in securities whose licence is restricted to executing securities trades on its own account and on behalf of customers. A limited service broker is precluded from providing investment advice, investment banking and underwriting or hold discretionary accounts for customers. The requirements for obtaining a limited service broker licence are detailed in Sections 51 and 52 of the Securities Act, 2001. The requirements for a limited service broker licence are the same as that provided for a broker-dealer licence, with the exception of the application and licence fees, and the capital requirement. The application fee for a limited service broker is Seven Hundred and Fifty Eastern Caribbean Dollars (EC$750.00), the licence fee is Two Thousand Eastern Caribbean Dollars (EC$2,000.00), and the annual renewal licence fee is Five Hundred Eastern Caribbean Dollars (EC$500.00). The capital requirement for a limited service broker is Two Hundred and Fifty Thousand Eastern Caribbean Dollars (EC$250,000.00). No person is allowed to carry on the business of giving advice on securities, or hold themself out as carrying on such business without a licence. A licensed investment adviser may advise others concerning investment in securities; issue analyses or reports concerning specific securities; and manage a portfolio of securities for another person without holding property of the other person. The requirement for obtaining an investment advisor licence is detailed in Sections 54 and 55 of the Securities Act, 2001. The Securities Act, 2001, requires that an entity satisfy the following conditions to qualify for an investment advisor licence: 1) An applicant could be a company registered or incorporated under the Companies Act of a member territory of the ECSM, or an individual resident in a member territory of the ECSM. 2) The application for an investment advisor licence (individual/company) must be made on the prescribed form and be accompanied by the relevant fees made payable to the Commission. The application fee for an investment advisor licence is One Thousand Eastern Caribbean Dollars (EC$1,000.00). The licence fees are Three Thousand Eastern Caribbean Dollars (EC$3,000.00) for a company and Four Thousand Eastern Caribbean Dollars (EC$4,000.00) for an individual. The annual renewal licence fees are Two Thousand Eastern Caribbean Dollars (EC$2,000.00) for a company, and Two Thousand and Five Hundred Eastern Caribbean Dollars (EC$2,500.00) for an individual. 3) If the applicant is a company, it must employ at least two persons licensed by the Commission to operate in the ECSM; one must be licensed as a principal and another as a representative and both must have successfully completed the ECSM Certification Examinations. 4) The applicant must have paid-up capital of no less than Two Hundred and Fifty Thousand Caribbean Dollars (EC$250,000.00). 5) The applicant must have indemnity insurance coverage or a fidelity bond acceptable to the Commission (see Section 80 of the Securities Act, 2001) 6) The applicant must be a company or individual of good reputation and character. If the applicant is a company, the directors and officers of the applicant must be persons of good character and reputation. The directors and staff of the applicant should have the requisite education, qualifications and experience to perform the service for which the licence is required. If the applicant is an individual, he/she must have the requisite education, qualifications and experience to perform the service for which the licence is required. 7) The applicant must have sufficient financial resources to undertake the services for which the licence is required. 8) The applicant must have premises acceptable to the Commission. The premises should be able to facilitate confidential interaction between the applicant and its clients, and provide for safe and confidential storage of documents. The principal is the officer responsible for the daily management and supervision of a broker dealer, a limited service broker or an investment adviser firm. A principal must be licensed by the Eastern Caribbean Securities Regulatory Commission (ECSRC). Section 60 and Section 61 of the Securities Act 2001 details the requirements for obtaining a principal licence. An application for a principal licence must be made on the prescribed application form (Application for Principal Licence) and be accompanied by the relevant fees. The application fee for a principal licence is Two Hundred Eastern Caribbean Dollars (EC$200.00) and the licence and annual renewal fee is Five Hundred Eastern Caribbean Dollars (EC$500.00). The conditions for a principal licence are as follows: 1)
The applicant must be an individual;
A representative is an employee of a broker dealer or limited service broker or investment adviser firm who carries out the day-to-day securities transaction of the firm - e.g. investment, trading and marketing. Section 62 and Section 63 of the Securities Act 2001 detail the requirements for a representative licence. An application for a representative licence must be made on the prescribed application form (Application for Representative Licence) and be accompanied by the relevant fees. The application fee for a representative licence is Two Hundred Eastern Caribbean Dollars (EC$200.00) and the licence and annual renewal fee is Five Hundred Eastern Caribbean Dollars (EC$500.00). The conditions for a principal licence are as follows: 1) The applicant must be an individual; 2) The applicant must satisfy the Commission that he/she has sufficient educational or other qualifications or experience - a first degree or training and experience in accounting, finance, investment, economics and securities market. 3) The applicant must be a fit and proper person to undertake the required activities of the securities operations. In assessing whether the applicant is a fit and proper person the commission looks at a number of factors including the following:
4) The applicant must provide proof that he/she is or will be accredited to a broker dealer or limited service broker firm. The operation of collective investment schemes in the Eastern Caribbean Securities Market (ECSM) is governed by the Securities Act 2001 (the Act) and the Securities (Collective Investment Scheme) Regulations. Sections 99 through 111 of the Act deal specifically with interpretation, the requirements for licensing of intermediaries, conditions for approval, restrictions, revocation of licence and winding up of a scheme, while the Securities (Collective Investment Schemes) Regulations, as required by Section 109 of the Act, is intended to provide detailed instructions for approval and licensing requirements as well as the operation of this business. For a complete outline of the regulatory requirements, interested persons should review the Securities (Advertisement) Regulations, Securities (License and Fees) Regulations and the Securities (Collective Investment Schemes) Regulations.
Collective Investment Scheme 1) The application to be submitted to the Commission should be made jointly by the management company and custodian of the scheme (or proposed management company and custodian) and should include:
2) Regulation 6 of the Securities (Collective Investment Scheme) Regulations requires that:
3) Once the application is authorised a licensing fee of EC$4,000.00 is payable. This licence is valid for one year, thereafter there is an annual renewal fee of EC$3,000.00. Custodian of a Collective Investment Scheme 1) Submit the following to the Commission:
2) Once the application is authorised a licensing fee of EC$4,000.00 is payable. This licence is valid for one year, thereafter there is an annual renewal fee of EC$3,000.00. Management Company of a Collective Investment Scheme 1) Submit the following to the Commission:
2) Once the application is authorised a licensing fee of EC$4,000.00 is payable. This licence is valid for one year, thereafter there is an annual renewal fee of EC$3,000.00. The original, signed application should be submitted to: The
Secretary E-Mail: info@ecsrc.com
Prospectus
Requirements
Corporations wishing to issue securities to the public are required, under Part VII of the Securities Act 2001 to submit a prospectus for the approval of the Commission prior to securities being offered. Part VII provides instruction concerning the content of the prospectus, the publication of a prospectus, the continuing disclosure obligations of issuers and penalties for misleading disclosure. Prior to its registration with the Registrar of Companies, the prospectus should be submitted to the Commission for review at least thirty days prior to its publication. The document should be in the form prescribed in the Securities (Prospectus) Regulations and be accompanied by the fees prescribed in the Securities (Licence and Fees) Regulations. The prospectus should be submitted to the Commission at the following address: The
Secretary The Commission will usually review the prospectus within thirty days of receipt. Where amendments are required, the Commission will issue a deficiency letter to the issuer. If no amendments are required, the Commission will issue a letter of approval. An approved prospectus is valid for twelve months after the effective date. Section
97(3) of the Securities Act 2001 requires the registration of a
company that proposes to issue securities to the public. A separate
Registration Statement is required for each issue of securities.
Both a signed hard copy and an electronic copy of the Registration
Statement should accompany the prospectus. The following issuers are not required to submit a prospectus for the approval of the Commission when an issue of securities is being made to the public: (a)
The Eastern Caribbean Central Bank; In the case of a private placement of securities, an application for exemption from the prospectus requirement has to be made to the Commission (see Private Placement Rules #3 of 2003). Corporations
whose securities are held by the public are "reporting issuers"
under Part VIII of the Securities Act 2001 and are obligated to
make public disclosure of information. Reporting issuers are required
to submit a Registration Statement to the Commission and must amend
this statement annually. An issuer whose securities are publicly traded or publicly offered is required to inform the Commission, shareholders and other holders of its securities and the general public of any information relating to it or its subsidiaries, that:
Securities are publicly traded, irrespective of when issued if:
Securities are publicly offered if the issuer has issued the securities pursuant to a prospectus approved by the Commission under the Act. |
