Decree No. 201 / 2020 Coll.
Decree amending Decree No. 247 / 2013 Coll., on Applications under the Act on Investment Companies and Investment Funds, as amended by Decree No. 344 / 2014 Coll.
Valid
Order
Effective from 01.05.2020
Text versions:
01.05.2020
27.04.2020
201
DECLARATION
of 20 April 2020
amending Decree No 247 / 2013 Coll., on applications under the Investment Companies and Investment Funds Act, as amended by Decree No 344 / 2014 Coll.
The Czech National Bank provides pursuant to § 316 (6), § 318 (6), § 319 (6), § 320 (3), § 322 (5), § 324 (4), § 325 (6) and § 532 of Act No. 240 / 2013 Coll., on Investment Companies and Investment Funds, as amended by Act No. 336 / 2014 Coll. and Act No. 119 / 2020 Coll.:
Decree No 247 / 2013 Coll., on applications under the Investment Companies and Investment Funds Act, as amended by Decree No 344 / 2014 Coll., is amended as follows:
1. In Section 2 (c) (2), the words "organisational component of an undertaking 'are replaced by" branch'.
2. In Paragraph 2 (d), at the end of point 1, comma is replaced by "a 'and point 2 is deleted.
Point 3 is renumbered point 2.
3. in Article 2 (f):
"(f) data on persons with close links (4)
1. identification of each person with close links; where a person with a close link is a person with a registered office in another Member State, also an indication of whether he is a person who is to be authorised by another Member State's supervisory authority to act as a regulated entity on the financial market or whether he is a controlling person of that person and is a person with a close links with a registered office in a Member State, as well as evidence that the legislation of that State and the manner in which it is applied, including its enforceability, does not prevent the effective exercise of supervision of the authorised company;
2. a description of the structure of the group and the way in which it is linked with the graphic representation of the relationships between each closely connected person, indicating the subject matter of their activities; and
3. if the person with close links is a legal person, the identification of the 10 largest members according to the proportion of voting rights or all members, if the legal person has less than 10 of them, and the amount of their share of voting rights expressed as a percentage, ';
4. In Paragraph 2 (j), at the end of point 2, the dot is replaced by a comma and the following point (k) is added:
"(k) a document relating to the acquisition or increase of a qualified participation of a person's declaration that:
1. has or obtains a holding in its own name and on its own account;
2. exercise or exercise voting rights for the benefit of a third party;
3. transferred or intends to transfer, under a contract or other arrangement, the exercise of voting rights to another person;
4. there is or is to be a fact on the basis of which it is or becomes a person controlled;
5. act in agreement with another person to whom the exercise of voting rights has been transferred or who has significant influence on proceedings; and
6. has debts exceeding 5% of the equity or assets of a person acquiring or increasing qualifying holdings; This shall apply mutatis mutandis to guarantees, guarantees and other liabilities from which such debts may arise. ';
5. In Article 3, at the end of paragraph 2, the dot is replaced by "a 'and the following point (d) is added:
"(d) information on persons with close links."
6. In Article 3 (3) (b) (2), the words "and an overview of past and present membership of elected bodies of other legal entities' are deleted.
7. In Paragraph 3 (3) (b), at the end of point 3, the word "a 'is replaced by a comma, at the end of point 4 the dot is replaced by a comma and the following points 5 to 7 are added:
"5. an overview of the functions in the elected bodies and functions in other legal entities to which that person has been appointed or otherwise called, over the last 10 years, and for each of these legal entities, its identification data, the subject matter of the activity, the description of the function performed, the period of performance of the function, and the indication whether the management or the person under Section 21 (5) of the Act intends to perform that function in parallel with that of the management or person under Section 21 (5) of the Law of the applicant and whether the function is an executive or non-executive member;
6. a description of the financial and personnel relations of the lead person towards the applicant and other management persons of the applicant, controlling the applicant person and the applicant controlled by the person and persons of those persons, if applicable, and to shareholders or members with qualified participation in the applicant; and
7. the proposed function of this person in the organisation of the applicant and a brief description of the performance of that function in terms of the powers and responsibilities conferred. ';
8. Paragraph 3 (4) reads as follows:
"(4) Annexes containing information on persons with a qualified participant (4) and persons who, acting in agreement with another person, obtain a qualified participation in the applicant and the controlling person are:
(a) a list of persons with a qualifying participation in the applicant and persons who, acting in agreement with another person, achieve a qualifying participation in the applicant and the controlling persons and the graphically displayed relationship between those persons; for persons acting in agreement, also the fact on the basis of which the concerted conduct takes place and, in the event of the control of the applicant, a description of the fact on the basis of which the person becomes the person controlling the applicant,
(b) for each person referred to in (a):
1. identification data,
2. details of the amount of the share of the capital or voting rights expressed as a percentage and the amount of the deposit (hereinafter referred to as "the amount of the share") or a description of any other form of application of a significant influence on the management of the applicant, including whether the share is acquired directly or indirectly; in the case of an indirect share, the indication of the person through which the share is acquired;
3. If the person referred to in point (a) is a legal person, also the identification of the 10 largest members by share in the voting rights, or of all members, if less than 10, and of the amount of their shares,
4. proof of a business authorisation;
5. financial statements and other documents proving the origin of the financial resources from which the acquisition of the qualifying holding has been or is to be covered, unless it is already listed in the Annex referred to in paragraph 2 (b);
6. evidence of credibility and proof of integrity issued by a foreign State;
7. a document relating to the acquisition or increase of a qualifying holding;
8. strategic intention related to the acquisition or increase of qualifying holdings;
9. an overview of the legal persons in respect of whom the person referred to in point (a) is a person controlling or exercising a significant influence on the management of that person and, for each of those legal persons, the identification data, its subject matter and the amount of the share, or a description of any other form of application of a significant influence on the management of that legal person;
10. an overview of the functions performed in the elected bodies and functions in other legal persons to which the person referred to in point (a) has been appointed or otherwise called, over the last 10 years, and for each of those legal persons, its identification details, the subject matter of the activity and the description of the duties performed and the period of its exercise in that legal person; and
11. a description of the financial and personnel relations of that person with the applicant and, where appropriate, the members of the group to which the applicant belongs, the lead persons of the applicant and other shareholders of the applicant,
(c) a list of persons who are a member of a statutory body or of any other person having similar powers and who actually manages the activities of a legal person referred to in (a) and for each such person:
1. identification data,
2. a description of the function performed in the organisational structure of the legal person;
3. evidence of credibility and proof of integrity issued by a foreign State;
4. an overview of the functions currently performed in the elected bodies and functions in other legal persons to which the person has been appointed or otherwise called and, for each of those legal persons, its identification details, the subject matter of the activity and the description of the function performed by the lead person in that legal person; and
5. a description of the financial and personnel relations of the person concerned with the applicant and the applicant's managers and shareholders with a qualifying holding in the applicant, if this information is not already listed in the Annex referred to in point (b) (11);
(d) if the person referred to in point (a) is a regulated entity on the financial market, an indication of the supervisory authority which oversees it in the State of its registered office;
(e) where the person referred to in (a) has his registered office in a State which is not a Member State,
1. the basic information relating to the regulatory system in the State where the person referred to in point (a) is established and the information on whether and to what extent the regulation on the prevention of the legalisation of proceeds from crime and terrorist financing is in accordance with the recommendations of the Financial Action Committee (FATF); and
2. the opinion of the competent authority supervising it, if the person referred to in point (a) is a person with an activity similar to that of the regulated entity on the financial market, on the intention of that person to participate in the activities of the investment company for which authorisation is sought in the Czech Republic and possible exchange of information necessary for the supervision of the investment company for which authorisation is sought. ';
9. In Article 3 (5), the words "and the draft procedures for delegating third parties to an activity involving the management or administration of an investment fund and for the control of the activities of the entrusted persons' shall be added at the end of the text in point (d).
10.
A person with a qualifying participation in an applicant who is a regulated entity on the financial market may, instead of the documents referred to in Articles 3 (4) (b) (6) and 3 (4) (c) (3), submit a certificate to the supervisory authority which oversees it in the State of its registered office, that he is subject to his supervision whose credibility has been examined by that authority and that he has no up-to-date knowledge suggesting that he is not. ';
11. in Article 8 (2) (c), the words "under Article 480 (1) and (2) of the Act" shall be inserted after the words "legal person."
12. in Article 8 (2) (c), the following point 1 is inserted:
"1. the proposal for a social contract of the self-governing investment fund for which authorisation is requested;"
Points 1 to 3 shall become points 2 to 4.
13. in Article 15 (2) (b), the words "and an overview of past and present membership of elected bodies of other legal entities" shall be deleted;
14. in Article 15 (2), at the end of point (c), the word "a" is replaced by a comma, at the end of point (d) is replaced by a comma and the following points (e) and (f) are added:
"(e) an overview of the functions in the elected bodies and functions in other legal persons to which that person has been appointed or otherwise called, over the last 10 years, and for each of those legal persons, its identification data, the subject matter of the activity, the designation of the function performed, the period of performance of the function and the indication of whether the management or the person referred to in Article 21 (5) of the law intends to perform that function in that legal person in parallel with that of the management or persons referred to in Article 21 (5) of the law in accordance with paragraph 1 (b), and whether it is an executive or non-executive member; and
(f) a description of the financial and personnel relationship of the lead person to the legal person referred to in paragraph 1 (b) and to the other management persons of that legal person, controlling the person of that legal person and the person controlled by that legal person, and to the management persons of those companies, if any, and to members with qualifying participation in that legal person. ';
15. in Paragraph 16 (1):
"(1) The requirements of a request for approval to acquire a qualifying holding or increase the qualifying holding by reaching or exceeding 20%, 30% or 50% on an investment company, a self-governing investment fund or a main administrator or to dominate such persons are:
(a) identification details of the applicant;
(b) the identification details of the legal person in which the applicant is to acquire or increase his or her qualifying participation or to be controlled;
(c) details of the amount of the share held by the applicant on the date on which the application is submitted, the amount of the new and resulting share, or a description of any other form of application of a significant influence on the management of the legal person referred to in (b); including whether the share is acquired directly or indirectly; in the case of an indirect share, the indication of the person through which the share is acquired;
(d) if the applicant is a legal person, the identification details of the 10 largest members according to their share of the voting rights, or of all members, if less than 10, and details of their proportion;
(e) an extract from the business register of the applicant or other similar business records which may not be more than 3 months old if the applicant is a legal person or a natural person,
(f) the financial statements of the applicant and other documents proving the origin of the financial resources from which the acquisition or increase of the qualifying holding is to be covered;
(g) documents to assess the applicant's credibility and documents issued by a foreign State on the integrity of the applicant;
(h) a document relating to the acquisition or increase of qualified participation by the applicant;
(i) a strategic plan related to the acquisition or increase of qualifying holdings;
(j) an overview of the legal persons to whom the applicant is a person controlling or exercising a significant influence on the management of that legal person and, for each of those legal persons, its identification data, the object of the activity and the amount of the share, or a description of any other form of application of a significant influence on the management of that legal person;
(k) an overview of the functions in the elected bodies and functions in other legal persons to which the applicant has been appointed or otherwise called over the last 10 years, and, for each of those legal persons, its identification details, the subject matter of the activity, the description of the duties performed and the period of service in that legal person;
(l) a description of the applicant's financial and personnel relations with the legal person referred to in point (b), or, where appropriate, the individual members of the group to which that person belongs, the managers and current members of that legal person,
(m) a list of persons who are a member of a statutory body or of any other person having similar powers, who actually direct the activity of the applicant, if the applicant is a legal person, and for each such person:
1. identification data,
2. a description of the function performed in the applicant's organisational structure;
3. evidence of credibility assessment and evidence issued by a foreign State on the integrity of the applicant;
4. an overview of the currently performed functions in the elected bodies and functions in other legal entities to which the person has been appointed or otherwise called under the list and, for each of those legal entities, the identification data, its subject matter and the designation of the function performed; and
5. a description of the financial and personnel relations of the person with the legal person referred to in point (b), the management of the legal person and the members with qualified participation in that legal person, unless that information is already included in the description referred to in point (l);
(n) in the case of compliance, the list of persons with whom the applicant has obtained a qualifying participation or exceeds 20%, 30% or 50% in a legal person referred to in point (b), the graphically displayed relationship between those persons, a description of the facts on the basis of which the action takes place and for each person with whom the applicant acts in conformity
1. identification data; and
2. details of the amount of the share in the legal person referred to in point (b) per person acting in agreement and in total per person;
(o) in taking over the legal person referred to in point (b), a description of the facts on the basis of which the control takes place and a document proving the origin of the financial resources to be used to buy up the share of the non-controlling partner;
(p) where the applicant is a regulated entity on the financial market, an indication of the supervisory authority which is supervising it;
(q) where the applicant is part of a consolidation group, a description of the structure of the consolidation unit to which the legal entity referred to in point (b) will be included, indicating the persons within the group who will fall within the scope of supervision on a consolidated basis;
(r) where the applicant is established in a State which is not a Member State,
1. basic information on the system of regulation of the State of residence of the applicant and on the extent to which the system of regulation of that State in the field of preventing the legalisation of proceeds from crime and terrorist financing is in accordance with the recommendations of the Financial Action Committee (FATF); and
2. the opinion of the competent supervisory authority supervising it, where the applicant is a person with an activity similar to that of the regulated entity on the financial market, on its intention to participate in the activities of the legal entity referred to in point (b) in the Czech Republic and the possible exchange of information necessary for the supervision of that person. ';
16. Paragraph 16 (2) is deleted.
Paragraphs 3 and 4 shall become paragraphs 2 and 3.
17. in Article 16 (2), the introductory part of the provision reads:
"Where, in the context of the acquisition or increase of qualifying holdings or controls referred to in paragraph 1, a legal person as referred to in paragraph 1 is to take place. (b) the amendment of the leading person or persons referred to in Article 21 (5) of the Act shall also include an annex containing information on the proposed person by whom they are."
18. in Article 16 (2), the words "in the organisation of the legal person referred to in paragraph 1 (b) and a brief description of the function to be performed by the person and the powers and responsibilities associated with the function performed" shall be added at the end of the text of point (a).
19. in Paragraph 16 (2) (d), the words "and an overview of previous and current membership of elected bodies of other legal entities" shall be deleted;
20. in Article 16 (2), at the end of point (e), the dot is replaced by a comma and the following points (f) and (g) are added:
"(f) an overview of the functions in the elected bodies and functions in other legal persons to which that person has been appointed or otherwise called, over the last 10 years, and for each of those legal persons, its identification data, the subject matter of the activity, the designation of the function performed, the period of performance of the function and the indication whether the management or the person referred to in Article 21 (5) of the law intends to perform that function in that legal person in parallel with that of the management or person referred to in Article 21 (5) of the law in accordance with paragraph 1 (b), and whether it is an executive or non-executive member; and
(g) a description of the financial and personnel relationship of the lead person to the legal person referred to in paragraph 1 (b) and to the other management persons of that legal person, controlling the person of that legal person and the person controlled by that legal person and to the management persons of those companies, if any, and to members with a qualifying participation in that legal person. ';
21. in Article 16 (3), "2 (b)" is replaced by "1 (f)";
22.
The applicant, who is a regulated entity on the financial market, may, instead of the documents referred to in Article 16 (1) (g) and (m) (3), submit a certificate to the supervisory authority of the State of the applicant's registered office that he is subject to his supervision, whose credibility has been checked by that authority and that he has no up-to-date knowledge indicating his non-trustworthiness. ';
23. Paragraph 23, including the title and the text under the title, reads:
Entry into the list of foreign investment funds in which investments may be offered in the Czech Republic
[For § 597 (d) or (e) of the Act in conjunction with § 316 (6), § 318 (6), § 319 (6), § 320 (3), § 322 (5), § 324 (4) and § 325 (6) of the Act]
The requirements of the application for registration in the list of foreign investment funds under § 597 (d) and (e) of the Act are:
(a) identification data
1. the applicant,
2. the foreign investment fund in which investments may be offered in the Czech Republic,
3. the depositary of the foreign investment fund,
(b) a document proving the establishment of the external investment fund manager and his entitlement to manage such fund and to exceed the applicable limit, if not the authorisation issued by the Czech National Bank under the law; in the case of a manager who is not entitled to exceed the applicable limit, evidence shall be provided showing that the manager effectively exceeds or does not exceed the applicable limit, for example by submitting data on the total amount of assets in the management of the manager, including its expression as to whether or not the manager exceeds the applicable limit;
(c) a document proving the creation of a foreign investment fund and the status of a foreign investment fund or a document comparable to that of the Statute; and
(d) Annexes, depending on the foreign investment fund referred to in point (a) (2), which are:
1. an agreement pursuant to Article 316 (2) (b) of the Act or any other document proving that such an agreement exists if it is to offer investment in a foreign investment fund pursuant to Article 316 (1) of the Act,
2. an agreement pursuant to Article 319 (2) (a) of the Act or any other document proving that such an agreement exists if it is to offer investment in a foreign investment fund pursuant to Article 319 (1) of the Act,
3. agreements pursuant to Article 319 (2) (a) and Article 322 (2) (b) of the Act or any other document proving that such agreements exist when it comes to offering investment in a foreign investment fund pursuant to Article 322 (1) of the Act; or
4. agreements pursuant to Article 325 (3) (a) and (b) of the Act or other evidence proving that such agreements exist if they are for investment in a foreign investment fund pursuant to Article 325 (3) of the Act. '
24. in § 24 (2) (d):
"(d) documents demonstrating compliance with the requirements laid down in § 511 (1) (d) of Law a,"
25. in Articles 24 (3), 25 (3) and 29 (1), the text "Article 596 (e)" is replaced by "Article 596 (d)."
26. in Paragraph 25 (2) (d):
"(d) evidence of compliance with the conditions laid down in § 511 (2) (e) of the Act."
27. in § 26 (1) (a) (2), "§ 596 (f)" is replaced by "§ 596 (e)."
28. in Article 26 (2) (b), "a" is replaced by a comma and the following point (c) is inserted:
"(c) the certificate of the depositary referred to in paragraph 1 (a) (4) containing the promise of the conclusion of the depositary contract; and ';
Point (c) shall be renumbered (d).
29. in § 29 the text under the title reads:
"[K § 510 in conjunction with § 596 (d) of the Act] '.
30. In Article 30, in the text under the heading and paragraph 1, the text "§ 596 (f) 'is replaced by" § 596 (e)'.
31. in Article 31, the text under the heading "§ 596 (g) and (h)" is replaced by "§ 596 (f) and (g)."
32. In Section 34, in the text under the heading, "3 'is replaced by" 4'.
33. in Paragraph 34 (2), the word "a" at the end of point (e) shall be deleted; at the end of point (f), the dot shall be replaced by "a" and the following point (g) shall be added:
"(g) confirmation by the competent supervisory authority of another Member State of the extent of the manager's authorisation and that the manager complies with the requirements laid down in Articles 6 to 8 of the Directive of the European Parliament and of the Council governing the AIFM of the AIF (19).
19) Directive 2011 / 61 / EU of the European Parliament and of the Council of 8 June 2011 on alternative investment fund managers and amending Directives 2003 / 41 / EC and 2009 / 65 / EC and Regulations (EC) No 1060 / 2009 and (EU) No 1095 / 2010. '
Article 34 (35) shall be deleted, including the title.
35. In Paragraph 51, the following paragraph 4 is added:
"(4) The applicant does not need to submit the data or documents required by this Decree if they are publicly available in the public administration information systems in their current form. ';
Efficacy
This Decision shall enter into force on 1 May 2020.
v. Ing. Mora, M.E., v. r.
Vice-Governor
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Regulation Information
| Citation | Decree No. 201 / 2020 Coll., amending Decree No. 247 / 2013 Coll., on Applications under the Investment Companies and Investment Funds Act, as amended by Decree No. 344 / 2014 Coll. |
|---|---|
| Regulation Type | Order |
| Author | - |
| Collection | Code of Laws |
| Date of Promulgation | 27.04.2020 |
|---|---|
| Effective from | 01.05.2020 |
| Effective until | - |
| Status | Valid |
Legal Areas:
Securities
Finance
The regulation text is for informational purposes only.
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