Apply for a Capital Markets Licence

Licensing Requirements for A Securities Dealer Representatives/Investment Advisor Representatives/ Authorized Agent

• An application for the grant of a representative’s license shall be as prescribed by the Registrar and shall be lodged with the Registrar together with any relevant annexure and information as may be specified on the Form or by the Registrar from time to time.
• A principal of the representative shall undertake, in relation to its representative-
  • to put in place measures to properly supervise the activities and conduct of the representative, including measures to ensure that all obligations assumed and liabilities incurred by him are properly fulfilled, whether actual or contingent and howsoever arising, in relation to carrying out any of the business of the principal; and
  • to put in place measures, including proper training, to ensure that the representative understands and complies with all laws of Eswatini that are relevant to the business carried out by him.

Requirements

• To qualify for a license as a representative, the applicant must-
  • be at least 21 years old;
  • satisfy the minimum academic qualification and examination requirements as prescribed by the Registrar;
  • satisfy the fit and proper criteria set out in the Guidelines on Fit and Proper Criteria issued by FSRA; and
  • satisfy any other criteria stipulated by the Registrar such as relevant experience.

Licensing Requirements for A Securities Dealer or Investment Representative:

• Letter from the principal of the representative.
• Representative’s Application Form (Form 2_Licensing Rules).
• Applicant Curriculum Vitae
• Police Clearance.
• ITC Report.
• Certified Copies of ID’s (All Directors).
• Prescribed Representative application fee.

Licensing Requirements for A Collective Investment Scheme Manager

• An application for the registration of a manager shall be made as prescribed by the Registrar. The Registrar shall not authorize or license a company as a manager unless, at the time of such grant, the base capital of the manager is not less than its base capital requirement.
• The base capital requirement shall be as prescribed by the Registrar under Section 74 of the Securities Act, 2010.

Requirements

• The applicant shall provide the registrar with details of –
  • the applicant’s risk management systems including-
    • internal control systems;
    • information technology systems; and
    • policies and procedures adequate for the nature and scale of the business in question;
  • the applicant’s business plan, verified by auditors and projected out for a minimum of three years, which give details of-
    • business lines and risk profile;
    • projected setting-up costs;
    • capital requirements;
    • projected development of business;
    • solvency margins; and
    • other relevant arrangements;
  • information on contracts with affiliates and outsourcing arrangements; and
  • information on the applicant’s reporting arrangements, both internally to its own management and to the registrar.

The applicant shall show that-

• the applicant is a fit and proper person in terms of the Act and the guidelines issued by FSRA;
• each officer of the applicant is a fit and proper person in terms of the Act and the guidelines issued by FSRA; and
• the applicant has, if so, required by the Registrar-
  • obtained professional indemnity insurance for such amount and on such terms as may be specified by the Registrar by notice in writing; or
  • provided the Registrar with a performance bond, guarantee or any similar instrument, by whatever name called, from its holding company, if any, for such amount and on such terms as may be specified by the Registrar by notice in writing.
• the applicant has a sufficient number of qualified personnel with experience in performing the duties of an approved manager or other relevant experience, having regard to the nature and extent of the activities which the company carries on or will carry on.

Licensing Requirements for A Securities Trustee/Custodian

• For the purposes of section 55 of the Act, the Registrar may approve a company or an institution as an approved trustee or custodian. An application for the registration of a trustee or custodian shall be made in terms of a form prescribed by the Registrar.

Requirements

• The applicant may be approved if the Registrar is satisfied that-
  • the company or institution has-
    • paid-up capital of not less than E1 million.
    • shareholders’ funds of not less than E1 million.
    • a sound financial position.
    • a sufficient number of qualified personnel with experience in performing the duties of an approved trustee or custodian or other relevant experience, having regard to the nature and extent of the activities which the company carries on or will carry on; and
    • sound compliance systems.
  • the company or institution is not, in relation to the manager, either a holding company, or a subsidiary or fellow subsidiary company within the meaning of those terms as defined in section 2 of this Act, and,
  • the general financial and commercial standing and independence of the company or institution is such as to fit it for assuming the functions of a trustee or custodian and that the company or institution is by reason of the nature of its business sufficiently experienced and equipped to assume such functions.
  • the company or institution is a fit and proper person in terms of the Act and the guidelines issued by FSRA.
  • officers of the company or institution are fit and proper persons in terms of the Act and the guidelines issued by FSRA; and
  • the company or institution has, if so, required by the Registrar-
    • obtained professional indemnity insurance for such amount and on such terms as may be specified by the Registrar by notice in writing; or
    • provided the Registrar with a performance bond, guarantee or any similar instrument, by whatever name called, from its holding company, if any, for such amount and on such terms as may be specified by the Registrar by notice in writing.
• In determining whether a company or institution has sound compliance systems for the purposes of paragraph (1) (a) (v), the Registrar shall have regard to whether the management systems and internal controls of the company or institution are adequate to allow the company or institution-
  • to comply fully with legal and regulatory requirements applicable to an approved trustee or custodian.
  • to monitor the activities of managers of collective investment schemes for which the company or institution may act as an approved trustee or custodian; and to maintain a strong control environment and effective control procedure.

Licensing Requirements for Securities Exchanges

• For the purposes of section 12 (2) of the Act, an application for approval as a licensed securities exchange shall be made as prescribed by the Registrar.

Requirements

• The application shall be lodged with the Registrar together with-
  • A copy of the proposed exchange rules and the listing requirements;
  • The applicant's memorandum and articles of association; and,
  • Any relevant annexure and information specified in those Forms;
  • The prescribed applicable fee ; and
  • Such additional information as the Registrar may require.
  • Show that the applicant complies with the requirements referred to in Section 13 of the Securities Act, 2010.
• An applicant for an exchange license shall satisfy the Registrar that the applicant:
  • has financial resources sufficient for the proper performance of functions;
  • has sufficient arrangements to provide and maintain, to the satisfaction of the Registrar, adequate and properly equipped premises, and systems for the conduct of the business of a securities exchange;
  • is willing and able to promote and maintain high standards of integrity and fair dealing by its members;
• provides, to the satisfaction of the Registrar-
  • for a fair representation of persons in the appointment of its market committee members and in the administration of its affairs; and
  • that one or more market committee members shall represent the public interest and listed companies and not be associated with a member of the securities exchange; and,
  • has made such arrangements as the Registrar considers appropriate for:
    • the clearing and settlement of dealings in securities to ensure the performance of transactions effected on the securities exchange, and for the recording and publication of such transactions;
    • market surveillance;
    • the effective monitoring and enforcement of compliance with its rules and this Act and any Rules made, or Notices issued under the Act; and,
    • investigating complaints in respect of business transacted by any of its members; and
    • is able to comply with the obligations or requirements imposed on licensed securities exchanges under the Act.
  • The objects clause of an applicant’s memorandum of association shall include the establishment and operation of a securities exchange.
  • At least two of the applicant’s market committee members shall be engaged in carrying on the business of dealing in securities independently of and in competition with each other.

Licensing Requirements of An Exempt Dealer

• An application by an exempt dealer under Section 31 (9) of the Act for the grant of a license to carry on the business of dealing in securities shall be as prescribed by the Registrar and shall be lodged with the Registrar together with any relevant annexures and information as may be specified in the Form or by the Registrar from time to time.

Requirements

• To qualify for a license an exempt dealer must-
  • be a company incorporated under the Companies Act; and
  • meet the capital adequacy standards prescribed by the Registrar under section 74 of the Act.
• An application for a license shall be accompanied by-
  • a detailed statement of the financial resources available to the applicant to undertake the business under the license; and
  • any other information which the Registrar may require in the consideration of an application.
• The applicant shall provide the registrar with details of-
  • the applicant’s risk management systems including-
    • internal control systems;
    • information technology systems; and
    • policies and procedures adequate for the nature and scale of the business in question;
  • the applicant’s business plan, projected out for a minimum of three years, which give details of-
    • business lines and risk profile;
    • projected setting-up costs;
    • capital requirements;
    • projected development of business;
    • solvency margins; and
    • other relevant arrangements;
  • information on contracts with affiliates and outsourcing arrangements; and
  • information on the applicant’s reporting arrangements, both internally to its own management and to the registrar.
• If there are any changes in the information furnished in the application prior to the issuance of the license, the Registrar should be notified immediately.

Requirements for Board of Directors, Chief Executive Officer of the Applicant

• The applicant shall obtain the approval of the Registrar prior to appointing a chief executive officer and directors who are directly responsible for its business in Eswatini. A licensee shall submit to the Registrar an application for approval of the appointment of a board of directors, the board members.
• The applicant’s board of directors should comprise a minimum of 2 members, at least one of whom is resident in Eswatini.
• The board of directors and directors of the applicant should uphold good corporate governance standards and practices.
• The chief executive officer of the applicant must be resident in Eswatini.

Licensing Requirements for A Central Securities Depositary (CSD)

• An application by a public company for a license to operate a central securities depository under Section 107 of the Act shall be submitted to the Registrar.

Requirements

• The application shall be submitted together with:
• The fee prescribed by the Registrar.
• The certificate of incorporation and certified copies of the memorandum and articles of associations of the applicant whose objectives shall include the operation of a central securities depository.
• A business plan including:
  • The depository and settlement system proposed to be adopted by the applicant;
  • Business prospects;
  • Risks and uncertainties facing the company;
  • Staff and directors;
  • Key performance indicators;
  • Business continuity plan;
  • Financial projections (balance sheets, income statements, cash flow statements).
• A certified copy of the agreement between the system provider and the applicant, where applicable.
• Proposed CDS rules and procedures under rule 4 of the Central Depositary Rules, 2013.
• The proposed fee structures.
• Any additional documents or information as set out in the forms or as may otherwise be required by the Registrar.

Licensing Requirements for A Unit Trust Scheme

• An application for authorization of a scheme under Section 39 of the Act shall, together with any relevant annexure (s), be lodged with the Registrar by the manager or proposed manager.

Requirements

• The application shall be accompanied by-
  • the scheme's trust deed, which complies with the provisions of these Rules;
  • the scheme's prospectus in the form prescribed in the Prospectus Requirements Rules, 2013;
  • the manager's audited reports for the last three (3) years;
  • the trustee or custodian's latest audited report;
  • fees prescribed by the Registrar; and
  • a fully completed Form prescribed by the Registrar.