What is Decree No. 247 / 2013 Coll.?

Decree No. 247 / 2013 Coll., on Applications under the Act on Investment Companies and Investment Funds — Order on applications under the Investment Companies and Investment Funds Act.

When it became Decree No. 247 / 2013 Coll. effectiveness?

Decree No. 247 / 2013 Coll. became effective 19.08.2013.

Is Decree No. 247 / 2013 Coll. still valid?

Yes, Decree No. 247 / 2013 Coll. is still valid and effective.

How many times was it Decree No. 247 / 2013 Coll. amended?

Decree No. 247 / 2013 Coll. has 6 time versions of the text.

Decree No. 247 / 2013 Coll. - Order on applications under the Investme...

247

DECLARATION

of 24 July 2013

on applications under the Investment Companies and Investment Funds Act

The Czech National Bank provides pursuant to § 297 (4), § 314 (6), § 316 (6), § 318 (6), § 319 (6), § 320 (3), § 322 (5), § 324 (4), § 325 (6), § 454 (1) and (2) and § 532 of Act No. 240 / 2013 Coll., on investment companies and investment funds:

ČÁST PRVNÍ

GENERAL PROVISIONS

§ 1

Subject matter

(1) This decree sets out, in addition to the general requirements laid down in the administrative rules, the particulars of the application, its form and the method of submission.

(2) In the area of management, administration and related activities, the Decree provides for applications for:

(a) an authorisation for the activities of an investment company, a self-governing investment fund and a foreign person under Section 481 of the Investment Companies and Investment Funds Act (hereinafter referred to as "the Act") and the activities of a senior administrator;

(b) an amendment of the authorisation to operate an investment company or investment fund pursuant to Article 647 of the Act;

(c) the modification of the authorisation to operate an investment company, a self-governing investment fund, a foreign person pursuant to § 481 of the Act or a chief administrator pursuant to § 500 of the Act;

(d) additional authorisation to carry out activities corresponding to investment services;

(e) approval of business under other legislation; and

(f) consent to the performance of duties under Section 515 of the Act.

(3) In the area of qualified participation and control, the Decree provides for applications for:

(a) consent to the acquisition or increase of a qualifying holding in an investment company, an autonomous investment fund or a principal administrator or to the control of such persons; and

(b) consent to acquire or increase the qualifying holding of an investment company authorised to farm a collective investment fund in another legal person.

(4) In the field of investment funds, the decree regulates requests for

(a) consent to change the manager of the standard fund, the depositary of the standard fund and the Statute of the standard fund;

(b) entry in the lists kept by the Czech National Bank and changes to the data contained in those lists,

(c) granting consent to any substantial change in the notification of the marketing of investments in another Member State;

(d) determining the comparability of the foreign investment fund with the special fund; and

(e) authorisation for the purposes of identifying the holding fund and trust fund.

(5) In the field of conversion and termination, the Decree provides for applications for:

(a) an authorisation to convert an investment company, a chief administrator and an investment fund;

(b) consent to the managers of the subordinate fund for the cancellation or conversion of the managing fund of that subordinate fund;

(c) the withdrawal of an authorisation for the activities of an investment company, a self-governing investment fund, a foreign person under Section 481 of the Act and a chief administrator and the withdrawal of an authorisation for the activities of an investment company or an investment fund under Section 646 (1) of the Act; and

(d) the appointment of an investment firm's liquidator.

§ 2

Definition of terms

For the purposes of this decree:

(a) a full extract document of the business authorisation, or another document from the business register or other register under another legislation (1), or from similar registers abroad, containing the information in force at the time of the application, including information on the application for registration in the relevant register which was not made at the date of the application;

(b) evidence to assess the credibility of a person's declaration which contains personal data on a person's record statement and data on the professional and business integrity of the person in the last 10 years relating in particular to:

1. a decision imposing a penalty on an administrative offence or comparable foreign decision relating to the performance of the employment, function or business of that person;

2. the bankruptcy decision;

3. a decision to suspend or withdraw an authorisation for a business or other activity, if not to withdraw at the request of the person holding such an authorisation,

4. refusal of the consent of a court or administrative authority to choose, appoint or make provision for the office or acquisition of a qualified participation or to control a person, where such consent is required; and

5. decision to exclude from the professional association, chamber or association;

(c) proof issued by a foreign State of integrity, a document similar to the extract from the register of criminal offences (2), no more than 3 months old, issued by a foreign State;

1. where a natural person is a citizen and a foreign State in which that natural person has remained continuously during the last 3 years for more than 6 months;

2. in which the natural person who is a citizen of the Czech Republic has remained continuously in the last 3 years for more than 6 months, unless the information required to assess integrity is contained in the Annex to the extract from the Register of Penalties; or

3. in which the legal person has, or has, its registered office in the last 3 years, as well as the foreign State in which the legal person has or has had a branch in the last 3 years, provided that the law of that State regulates the criminal liability of legal persons;

(d) financial statements

1. annual reports and financial statements for the last 3 financial years or for the period during which the applicant carries on business if that period is less than 3 financial years; where the applicant is included in the consolidation unit, also consolidated annual reports and financial statements for the same period; (3) the accounts are to be audited by the auditor, the accounts shall be presented by the auditor; and

2. documents of income for the last 3 years and summary information on assets and debts in the case of a natural person;

(e) identification data

1. the name and, where applicable, the name, surname, date of birth, address of residence or registered office, if different from the address of residence, the identification number of the person, if assigned, if any,

2. the trading firm or the name, registered office and identification number of the person assigned, if any, to the legal person; and

3. name or designation if it is a mutual fund or trust fund;

(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 head office in another State, also an indication of whether he is a person who is to be authorised by another State supervisory authority to act as a regulated entity on the financial market, or whether he is a controlling person of that person, and whether he is a person with a close links with a head 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 a close link is a legal person, the identification of the 10 largest members according to their share of the voting rights or all members, if the legal person has fewer than 10 of them, and the amount of their share of the voting rights expressed as a percentage,

(g) a regulated entity on the financial market by a legal person established in a Member State whose business is the business of a bank, a securities dealer, an investment company, a pension company, an insurance undertaking and a reinsurance undertaking, a payment institution, an electronic money institution or another financial market activity which is subject to supervision by the competent authority of a Member State;

(h) the strategic purpose of the applicant's intention to consent to the acquisition or increase of a qualifying participation in or control of a legal person;

1. the period during which qualified participation is to be held or for which a person is to be controlled;

2. anticipated changes to the level of qualifying participation in the short and long term;

3. the intended degree and manner of involvement in the management of a legal person;

4. envisaged aid to a legal entity through additional own resources, if necessary for the development of activities or for the management of a deteriorated financial situation;

5. agreements with other members of a legal entity; and

6. the envisaged development of the activity of a legal entity in the short and long term in relation to the existing business plan, as well as the principles of distribution of profits or remuneration of losses, including dividend policy, how to finance the further development of the legal entity, the management and control system, any changes in the staffing and strategic development of the legal entity, where the qualifying participation exceeds 20% of the share of the capital or voting rights of the legal entity or is to be controlled;

(i) data on professional experience

1. information on the type of professional experience;

2. an indication of the person with whom he or she has been practised;

3. a description of the work title in the organisational structure of the person referred to in point 2 and, where relevant, a description of the activity carried out, including the scope of powers and responsibilities, in the case of the importance of the practice in the financial market;

4. the definition of the duration of the activity referred to in point 3; and

5. consent to the performance of a work assignment required by other legislation, where necessary;

(j) data on education

1. the name and type or type of educational institution, the study programme and its orientation, the duration of the study programme, the method and date of completion of the study, and, where appropriate, the titles obtained; and

2. an overview of courses, traineeships and study stays of interest in the financial market, with an indication of the year of their completion, focus, duration and, where appropriate, of the titles obtained;

(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 the voting rights to another person under a contract or other arrangement;

4. there is or is to be a fact on the basis of which it is or becomes a person controlled;

5. act or intend to act in agreement with another person to whom the voting rights have been transferred or who exercises or intends to exercise a significant influence on the proceedings; and

6. has debts exceeding 5% of its equity or assets; This applies mutatis mutandis to guarantees, guarantees and other liabilities from which such debts may arise.

ČÁST DRUHÁ

REQUEST FOR PERFORMANCE TO ACTIVITIES, FOR CONFORMITY TO CHANGE THE PERFORMANCE TO ACTIVITIES REFERRED TO IN ARTICLE 647 OF THE LAW, FOR EXERCISE OF OTHER ENTERPRISE ACTIVITIES AND FOR THE PERFORMANCE OF FUNCTIONS REFERRED TO IN ARTICLE 515 OF THE LAW

Investment company

(K § 479 (1) and (2) of the Act)

§ 3

(1) The elements of the application for authorisation to operate an investment company are:

(a) identification details of the applicant;

(b) an indication of the amount of the initial and core capital of the applicant for the location of the capital and the amount of the capital referred to in paragraphs 30 and 31 of the Act and a description of the capital assessment procedure;

(c) the scope of the activities under § 485 (1) (b) to (e) of the Act for which the applicant applies for authorisation;

(d) indicating whether the applicant is applying for authorisation to exceed the applicable limit;

(e) an indication of the date on which the management authorisation is to be established pursuant to Article 13 (1) of the Act or, where applicable, the administrative authorisation provided for in Article 43 (1) of the Act, if the applicant intends to carry out the administration; and

(f) the Annexes referred to in paragraphs 2 to 6 and, where applicable, Article 4, where the applicant intends to carry out activities corresponding to investment services.

(2) The Annexes containing the basic information on the applicant are:

(a) social contract (5) to the extent provided for by the law;

(b) proof of origin of the initial capital, including the share capital and, where appropriate, other financial resources of the applicant; and

(c) in the case of a legal person already established under Article 15 (1) of the Act,

1. proof of a business authorisation;

2. the financial statements of the applicant,

3. a list of applications for annulment of the resolutions of the General Assembly on which the judicial proceedings were not definitively closed at the date of the request, if such applications were made,

4. a document to assess the applicant's credibility and a document issued by a foreign State on the integrity of the applicant; and

5. detailed information on the circumstances of exceeding the applicable limit, including the calculation of the value of the assets managed or managed under Article 16 of the Act, indicating the date by which the applicable limit was found to be exceeded; and

(d) data on persons with close links.

(3) The annexes containing information on the lead persons (4) of the applicant and those performing the function under Article 21 (5) of the Act are:

(a) a list of the managers and persons performing the function referred to in Article 21 (5) of the Act, including their identification details and the indication of the function to be performed and the powers and responsibilities associated with the function; for a person who is otherwise intended to drive an applicant, the facts on which the person is to drive an applicant shall also be indicated;

(b) for each person referred to in (a):

1. evidence of credibility assessment;

2. a CV containing information on education and professional experience; if it is to be the performance of a function under Section 515 of the Act with responsibility for management activities, the CV shall contain information on the types of assets that the person has experience in managing and the professional experience that this experience provides,

3. proof of integrity issued by a foreign State;

4. a declaration by the applicant of the incapacity of that person, unless that person is the subject of data held in the population base register,

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 those 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 Article 21 (5) of the Act intends to perform that function in parallel with that of the management or person under Article 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 this function in terms of the powers and responsibilities conferred on it, including a distinction as to whether the function is to be responsible for the management or administration of the investment fund or, where applicable, the function with responsibility in the field of investment services under § 11 (1) (c) to (f) of the Act.

(4

(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 financial health and the amount and origin of the financial resources from which the acquisition of a qualifying holding has been or is to be covered, unless they are 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 the possible exchange of information necessary for the supervision of the investment company for which authorisation is sought.

(5) Annexes containing information on the activities of the investment company are:

(a) the business activity plan (6) of the applicant for the first 3 financial years of activity in the scope of the financial statements referred to in another legislation3), together with a commentary on the different headings of the plan, which always contains the basic bases on which the plan is based and a description of the way in which the activities carried out are carried out to the planned extent, including the focus of the investment strategy of the investment funds and foreign investment funds which it intends to manage;

(b) a draft administrative contract, provided that the applicant does not carry out the administration of the investment fund or of the foreign investment fund, including the administrator's identification details, unless this results from the draft contract, as well as confirmation by the administrator that the contract will be concluded if the investment firm is authorised to operate;

(c) a draft of the applicant's internal rules covering in particular:

1. control and control system7),

2. the rules of conduct in the performance of the activity and the provision of other services (8);

3. the rules and scope of disclosure of investor information and data (9);

(d) where the applicant intends to entrust the performance of the activities to another person, the identification details of that person and the draft contract of delegation to carry out the activities and the draft procedures for entrustment of third parties to an individual activity involving the management or administration of the investment fund and for the control of the activities of the entrusted persons;

(e) documents demonstrating compliance with the requirements of the directly applicable European Union Regulation governing European venture capital funds (10) if the applicant intends to manage qualifying venture capital funds as referred to in Article 3 (b) of this Regulation or comparable foreign investment funds; and

(f) documents demonstrating compliance with the requirements of the directly applicable European Union Regulation governing European Social Entrepreneurship Funds (11) if the applicant intends to manage qualifying social entrepreneurship funds pursuant to Article 3 (b) of this Regulation or comparable foreign investment funds.

(6) Attachments containing information on personnel and in-kind security of activities shall be:

(a) a list of persons who will be provided as heads of organisation or as separate persons

1. the pursuit of the activities of an investment company consisting of the management of investment funds or foreign investment funds;

2. the pursuit of the activities of an investment company consisting of the administration,

3. compliance function,

4. risk management; and

5. performance of internal audit,

(b) CVs of all persons listed under (a) containing information on education and professional experience; and

(c) a proposal for the way in which information is processed and recorded, the communication with the owners of securities and book-entry securities issued by IFs or foreign IFs, the keeping of accounts and economic records and the keeping of other records pursuant to the Decree governing the details of certain rules under the Investment Companies and Investment Funds Act, and a proposal for a method of technical security of performance.

(7) Where an application is submitted by the founder or the founders of a legal person before the date of its registration, the identification details of the founder or of the founders shall be the elements of such request, the identification details of the legal person for whom the authorisation is sought and other information referred to in paragraphs 1 and the Annex referred to in paragraphs 2 to 6 in relation to the legal person for whom the authorisation is sought.

§ 4

If the applicant intends to carry out activities corresponding to investment services under § 11 (1) (c) to (f) of the Act, the annexes to the application are further:

(a) the applicant's intention to carry out these activities and the scope of those activities in relation to each type of investment instrument;

(b) whether or not the applicant intends to carry out activities under § 11 (1) (c) to (f) of the Act for another;

(c) rules on the development of investment strategies for the management of client assets, the possibility of changing investment strategies and the ability of customers to influence such strategies;

(d) a description of the material, organisational and personnel security of these activities;

(e) a list of persons who, as heads of organisational bodies or as separate persons, will ensure that these activities are carried out;

(f) CVs of all persons referred to in point (e) containing information on education and professional experience; and

(g) rules on internal control and risk management in relation to the performance of these activities.

§ 5

A person qualified to participate 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 him in the State of his seat, that he is subject to his supervision whose credibility has been examined by that authority and that he has no up-to-date knowledge indicating his non-credibility.

§ 6

In the case of an application for authorisation to operate an investment company which intends to manage only qualifying venture capital funds as referred to in Article 3 (1). (b) directly applicable European Union provisions governing European venture capital funds, qualifying social entrepreneurship funds as referred to in Article 3 (1) (b). (b) the directly applicable regulation of the European Union governing European social entrepreneurship funds, or comparable foreign funds, and whose registered office and registered office is or is to be in the Czech Republic, shall be annexed to the application according to the type of qualifying fund only to the annexes referred to in Article 3 (5) (e) and (f).

§ 7

Amendment of the authorisation to operate an investment company pursuant to Section 647 of the Act

In the case of an application for a modification of an authorisation to operate an investment company referred to in Section 642 of the Act, which only manages a special fund which is a qualifying investor fund or a comparable foreign investment fund, the requirements of the application are:

(a) the identification data of the applicant and the funds managed by the applicant; and

(b) an annex containing information and data to demonstrate that the applicant does not exceed the applicable limit, including the calculation of the value of the assets managed or managed in accordance with Article 16 of the Act, indicating the date on which the data and information were taken.

§ 7a

Amendment of the authorisation to operate an investment company under Section 500 of the Act

(1) The elements of the application for a modification of an authorisation to operate an investment company are:

(a) identification details of the applicant;

(b) the definition of the new scope of authorisation under Paragraph 485 (1) of the Act for which the applicant has requested; and

(c) the Annexes referred to in paragraph 2.

(2) The Annexes to the application for modification of an authorisation to operate an investment company shall be:

(a) a business plan based on current financial statements and the current state of activity of an investment firm and containing the elements referred to in Article 3 (5) (a) for at least the first 3 financial years of activity following the change of the permit; and

(b) the other updated information and annexes referred to in Articles 3 (1) (b) and 3 (2) to (6) which are affected by the modification of the authorisation.

Self-governing investment fund

(K § 480 of the Act)

§ 8

(1) The formalities for applying for authorisation to operate the self-governing investment fund are:

(a) identification details of the applicant;

(b) the type of investment fund referred to in Article 486 (1) (b) of the Act whose authorisation to operate is sought;

(c) an indication of the amount of the initial and core capital of the applicant for the placement of capital and of the amount of capital pursuant to Sections 30 and 31 of the Act and a description of the capital assessment procedure;

(d) indicating whether the applicant will carry out its own administration;

(e) indicating whether the applicant requests authorisation to exceed the applicable limit;

(f) an indication of the date on which the management authorisation is to be established pursuant to Article 13 (1) of the Act or, where applicable, the administrative authorisation referred to in Article 43 (1) of the Act if it intends to carry out its administration; and

(g) the Annexes referred to in paragraphs 2 to 6.

(2) The Annexes containing the basic information on the applicant are:

(a) a social contract;

(b) the proof of origin of the initial capital, including the capital and, where appropriate, the applicant's other financial resources, and the extent of the repayment of the capital; and

Citation	Decree No. 247 / 2013 Coll., on Applications under the Act on Investment Companies and Investment Funds
Regulation Type	Order
Author	-
Collection	Code of Laws

Date of Promulgation	19.08.2013
Effective from	19.08.2013
Effective until	-
Status	Valid

Decree No. 247 / 2013 Coll.

Order on applications under the Investment Companies and Investment Funds Act

Contents

ČÁST PRVNÍ

§ 1

§ 2

ČÁST DRUHÁ

§ 3

§ 4

§ 5

§ 6

§ 7

§ 7a

§ 8

Contents

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