Decree No. 255 / 2008 Coll.
Ordonnance on model forms and their annexes to submit applications under the Capital Market Business Act
Valid
Order
Effective from 11.07.2008
Text versions:
11.07.2008
Zobrazeno prvních 200 z celkem 394 ustanovení tohoto předpisu.
Zobrazit celý předpis →
Pro stažení celého znění použijte tlačítko Stáhnout výše.
255
DECLARATION
of 4 July 2008
on the model forms and the content of their annexes to submit applications under the Capital Market Business Act
Pursuant to Article 199 (2) of the Act No. 256 / 2004 Coll., on the capital market business, as amended by Act No. 230 / 2008 Coll., for the implementation of § 7 (2), § 10 (4), § 11 (4), § 19 (2), § 20 (2), § 28 (3), § 30 (6), § 32c (8), § 38 (2), § 39 (4), § 43 (4), § 45 (2), § 46 (2), § 83 (3), § 85 (2), § 103 (3), § 104a (4), § 106 (2), § 107 (2), § 155a (2) and § 198 (3) of the Act No 256 / 2004 Coll., on the capital market, as amended.
Subject matter
This decree sets out the models of the application forms and the content of their annexes submitted by the applicant to the Czech National Bank when applying for
(a) authorisation to operate as a securities dealer;
(b) authorisation to operate as an organiser of a regulated market;
(c) authorisation to operate the settlement system;
(d) authorisation to operate a CSD;
(e) authorisation to provide investment services through an organisational component of a foreign person who is established in a State which is not a Member State of the European Union;
(f) the registration of an investment intermediary;
(g) entry in the list of tied representatives;
(h) entry in the list of liquidators and forced administrators;
(i) prior consent to the post of Head of Mission;
(j) consent to acquire or increase a qualifying holding in a legal person;
(k) registration of further business activities;
(l) an authorisation to convert the company (1) or to conclude a contract for the transfer, cessation or lease of the company.
Definition of terms
For the purposes of this decree:
(a) evidence of a business authorisation
1. in the case of a legal person, and in the case of a natural person entering a business register, an extract from the business register containing the information entered in the business register at the date of the submission of the relevant application, or a copy thereof and a copy of the application for entry in the business register which was not dealt with at the date of the application, or information on that application;
2. in the case of a legal person not incorporated in the Commercial Register, a document proving its existence and a certificate of authorisation to conduct business, if granted;
3. in the case of an operating natural person not registered in a commercial register, the relevant business authorisation;
4. in the case of a foreign legal person, a public instrument proving at least the existence of a legal person and an indication of his registration, legal form and name, and a document of the business authorisation, if granted; where those documents do not contain an indication of the address of the registered office, statutory bodies or the manner in which the foreign legal person is acting, such information shall be evidenced by other evidence; and
5. in the case of an operating foreign natural person, a business licence or a document of a similar nature;
(b) financial statements
1. the annual reports and accounts for the 3 financial years passed or for the period during which the applicant carries on business if that period is less than 3 financial years; where the applicant is part of a consolidation unit, also consolidated annual reports and financial statements for the same period; (2) the financial statements are audited by the auditor, the accounts are presented by the auditor;
2. documents similar to those referred to in point 1, in the case of a foreign legal person or a foreign natural person,
(c) information on persons closely linked to the applicant's list of persons closely linked with the allegation3) on those persons and the means of interconnection, including graphically illustrated relationships between the individual closely linked persons;
(d) information on education
1. the name and type or type of educational institution, the study programme, the focus of the study programme, the duration of the study programme, the method and date of completion of the study;
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;
(e) data on professional experience
1. information on the type of professional practice, in particular whether it was a gainful or statutory activity;
2. the designation of the person where the professional practice was carried out;
3. the title of the job title and, in the event of the importance of practice for financial market activities, the description of the activity carried out;
4. the definition of the duration of the activity referred to in point 3;
5. Information on the granting of consent to the performance of a work assignment required by other legislation, if necessary, including the designation of the person or authority which granted the consent and the date of the consent;
(f) proof of the integrity of the person, a document similar to that of the record of the Register of Penalties issued by a foreign State of which the natural person is a citizen and by a foreign State in which the natural person has remained continuously for more than 12 months, which is not more than 3 months old in the last 5 years; and
(g) the original of the original of the instrument or an officially certified copy of the instrument.
Common provisions for authorisation to operate
(Articles 7 (2), 38 (2), 83 (4) and 103 (3) of the Act)
(1) An application for authorisation to operate a securities dealer, to operate a regulated market operator, to operate a settlement system and to operate a CSD shall be made on a form, a model of which is set out in Annex 1 to this Regulation.
(2) The applicant shall attach to the application form referred to in paragraph 1 the annexes referred to in paragraphs 3 to 6 containing the basic information on the applicant and the information related to the applicant's activity, information on the applicant's management, on the persons with qualified attende4) on the applicant and on the persons closely linked to the applicant.
(3) The Annexes containing basic information on the applicant and the information relating to the applicant's activities are:
(a) the original of the full text of the founding documents signed by the applicant;
(b) proof of the applicant's business authorisation [§ 2 (a)],
(c) the original of the documents of origin of the initial capital or of the capital of the applicant and of the paying-up of the capital, unless this information is apparent from the document of the business authorisation;
(d) financial statements [§ 2 (b)];
(e) a list of members (shareholders) indicating their shares in the capital and voting rights, if this information is not evident from the document of the business authorisation or, where appropriate, the document of entry into the stock;
(f) the business plan of the applicant in relation to individual activities supported by real economic calculations; and
(g) a list of applications for annulment of the decisions of the General Meeting of the applicant for which the legal proceedings were not terminated at the date of the application.
(4) The Annexes containing information on the applicant's managers shall be:
(a) a list of the applicant's managers, indicating their function; in the case of managers other than a member of a statutory authority or a statutory authority, the applicant shall attach a list of those persons, indicating on the basis of which facts they are actually managing the applicant;
(b) the form set out in Annex 6 to this Order for each applicant's manager;
(c) a CV for each applicant's leading person containing information on:
1. education [§ 2 (d)]; and
2. professional experience [§ 2 (e)],
(d) the original of the proof of integrity for each leading person of the applicant [§ 2 (f)].
(5) Annexes containing information on persons having qualified participation in the applicant and persons closely linked to the applicant shall be:
(a) a list of persons having qualified participation in the applicant, including graphically illustrated relationships between such persons with data on these persons (3) and with information on the amount of the proportion or other form of participation in the applicant;
(b) the original of the document of business authorisation [Paragraph 2 (a)] for each person with a qualifying holding;
(c) financial statements [Paragraph 2 (b)] for each person with a qualifying holding; for natural persons, data on professional experience [§ 2 (e)];
(d) a list of the management persons for each person with qualified participation, indicating their duties and proof of integrity for each such management person (§ 2 (f)); and
(e) information on persons closely linked to the applicant [§ 2 (c)].
(6) Where a person with a qualified participation in an applicant is a person meeting the conditions set out in paragraphs 2 and 3 of Article 16, the documents referred to in points (b) to (d) of paragraph 5 shall not be attached to the application form.
Securities dealer
(K § 7 (2) of the Act)
(1) In the case of an application for authorisation to operate as a securities dealer, the applicant shall, in addition to the annexes referred to in Article 3, attach evidence of the fulfilment of the legal conditions of insurance under Section 8a of the Act if the securities dealer intends to make use of the option of lower initial capital under Section 8a of the Act, as well as the annexes referred to in paragraphs 2 and 3 containing information on the material, personnel and organisational conditions for the performance of the business of the securities dealer.
(2) The Annexes containing information on material assumptions for the performance of the activities of a securities dealer are:
(a) evidence of technical and programming means for processing and recording information, for the recording of customer's assets, for the keeping of the agent's diary, for the keeping of accounts and economic records, and for the keeping of other records (5), to the extent of information on the characteristics, manner of use, administration and maintenance of the means transmitted by their supplier;
(b) evidence of the way in which the services are provided via the Internet, in particular verification of the identity (identification) and the legitimacy of the customer's access to the Internet, the security of the Internet address against unauthorised access and the way in which the update of information is published at the Internet address; and
(c) the provision of direct or intermediate links with regulated market operators and settlement persons for investment vehicles.
(3) The Annexes containing information on staff and organisational assumptions for the performance of the activities of a securities dealer are:
(a) a draft of the applicant's internal rules covering:
1. draft rules for the prudent provision of investment services by a securities dealer (6);
2. a proposal for the organisation of a securities dealer (7);
3. draft rules for the conduct of a securities dealer with customers (8); and
4. Other internal rules, the introduction of which requires other legislation9),
(b) a list of persons who will be provided as heads of organisation or as separate persons
1. the provision of investment services;
2. ongoing monitoring of compliance with the legal and internal rules of the securities dealer;
3. risk management; and
4. performance of internal audit,
(c) a CV for each person included in the list referred to in (b), containing information on:
1. education [§ 2 (d)]; and
2. professional experience [§ 2 (e)],
(d) the extent of the activities which the securities dealer intends to carry out through another person and the manner in which the conditions under Section 12d of the Act are met; and
(e) the intention to use investment intermediaries and tied agents in connection with the provision of investment services.
Controlled market operator
(K § 38 (2) of the Act)
(1) In the case of an application for authorisation to operate as an organiser of a regulated market, the applicant shall, in addition to the Annexes referred to in paragraph 3, accompany the annexes referred to in paragraph 2 containing information on the material, personnel and organisational assumptions for the performance of the activity of the organiser of the regulated market.
(2) The Annexes containing information on the factual, staffing and organisational conditions for the performance of the activity of the operator of the regulated market are:
(a) internal rules or regulations governing:
1. the powers, scope of powers, responsibilities and responsibilities of senior staff (10), their substitutability and control in individual activities; and
2. the activity of the various organisational units and the staff framework,
(b) draft rules
1. trading on a regulated market,
2. access to a regulated market;
3. the admission of investment vehicles to trading on a regulated market;
4. to enforce the obligations laid down in the rules referred to in points 1 to 3, including possible penalties for infringements;
(c) measures to prevent market abuse;
(d) the way in which the transactions are settled;
(e) technical security of the provision of the proposed range of services;
(f) the principles and procedures for ensuring the proper operation of trading and other systems, including measures in the event of disruption of such systems and emergency situations;
(g) rules on the management of the information system, including security rules and rules on data backup and archiving;
(h) the method of making information available under Article 48 (i) (3) and (4) of the Act to participants in the organised market;
(i) administrative, control and security procedures for data recording and processing, handling of confidential information and personal data protected under other legislation11) and ensuring compliance with the obligations under the law governing action against the legalisation of criminal proceeds 12) including their organisational, technical and personnel security,
(j) organisational, technical and personnel security of monitoring activities
1. compliance by market participants with the legislation, trading rules and rules on access to a regulated market;
2. compliance with the applicant's legislation and internal rules by the applicant's staff;
3. whether investment vehicles admitted to trading meet the conditions for admission to trading of investment vehicles laid down by law and rules for admission to trading of investment vehicles;
4. the performance of the information obligation laid down by law by the issuer of investment securities admitted to trading or by a third party in the event of subsequent admission of the investment instrument to trading without the consent of the issuer;
(k) the procedures for monitoring trade in the organised market and assessing the occurrence of an emergency situation on the market or conduct which may be considered to be the use of internal information or market manipulation, an analysis of the various types of crisis situations in the development of the capital market and in the operation of the applicant which may have an adverse impact on the functioning of the capital market, and procedures for dealing with such situations;
(l) the procedures for managing the risks associated with the proposed range of services provided, their evaluation and measures to limit those risks; insurance contracts, bank guarantees and similar instruments intended to cover such risks or documents indicating the willingness of other entities to accept an obligation to cover those risks, unless the relevant legal acts have been taken so far; and
(m) procedures for detecting and addressing any negative effects on the activities of the organiser of the regulated market or its participants which could arise from a conflict between the interests of the organiser of the regulated market or its members and the proper functioning of the regulated market, including an internal regulation for transactions concluded by employees for their own account or for those close to them.
Multilateral trading system
Where a securities dealer or regulated market operator requests authorisation to operate a multilateral trading venue, the following annexes shall also be annexed to the application form containing information on material, personnel and organisational assumptions for the operation of the multilateral system.
(a) draft rules
1. trading on a multilateral trading venue;
2. the admission of investment vehicles to trading on a multilateral trading venue, including, where applicable, the information obligation of issuers of investment vehicles admitted to trading or third parties that have requested the admission of an investment instrument to trading on a multilateral trading venue without the consent of the issuer;
3. access to a multilateral trading venue; and
4. to enforce the obligations laid down in the rules referred to in points 1 to 3, including possible penalties for infringements;
(b) the method of making available publicly available information pursuant to Article 69 (5) of the Act to participants in the multilateral trading system;
(c) organisational, technical and personnel provision of monitoring activities
1. compliance by its participants with the laws and rules of trading on a multilateral trading venue;
2. whether investment vehicles admitted to trading in this multilateral trading venue comply with the rules for the admission of investment vehicles to trading in a multilateral trading venue;
(d) procedures for the monitoring of trading in a multilateral trading venue and for assessing the occurrence of an emergency situation on the market or conduct which may be considered to be the use of internal information or market manipulation;
(e) how to ensure settlement of transactions concluded in a multilateral trading venue and how to ensure the information of participants in a multilateral trading venue while ensuring settlement of transactions concluded in a multilateral trading venue pursuant to Article 70 (1) of the Act; and
(f) administrative, control and security procedures for the recording and processing of data, handling of confidential information and personal data protected under other legislation11) and ensuring compliance with the obligations under the law governing action against the legalisation of criminal proceeds 12) including their organisational, technical and personnel security.
Settlement system
(K § 83 (4) of the Act)
In the case of an application for authorisation to operate a settlement system, in addition to the Annexes referred to in Section 3, the applicant shall attach the following annexes containing information on the material, personnel and organisational assumptions for the performance of the operation of the settlement system operator,
(a) draft settlement system rules pursuant to Article 83 (9) of the Act;
(b) a proposal for the functioning of the settlement system containing a description of the roles of each participant, their responsibilities and responsibilities;
(c) contractual arrangements for the functioning of the settlement system, including a model contract with a participant in the settlement system;
(d) a proposal for a risk management system, which shall cover in particular the identification, measurement, monitoring and management of risks arising from individual activities, the determination of responsibilities and responsibilities in risk management, the method of setting limits, the frequency of measurement and continuous monitoring of individual risks and the procedure for dealing with critical situations when the limit is exceeded; the applicant shall also attach insurance contracts and other instruments intended to cover those risks and contracts with third parties involved in the process of measuring, monitoring, managing or evaluating those risks;
(e) technical security of providing the proposed range of activity of the applicant's settlement system;
(f) analysis of individual types of crisis situations, including procedures for resolving them and defining responsibilities in such situations;
(g) administrative, control and security procedures for the recording and processing of data, the handling of internal information and personal data protected under other legislation11) and rules on organisational, technical and personnel security of compliance under the law governing action against the legalisation of criminal proceeds 12) including their organisational, technical and personnel security; and
(h) internal rules or regulations governing:
1. the powers, scope of powers, responsibilities and responsibilities of senior staff (10), their substitutability and control in individual activities; and
2. the activity of the various organisational units and the staff framework.
A CSD
(Paragraph 103 (3) of the Act)
In the case of an application for authorisation to operate a CSD, the applicant shall, in addition to the Annexes referred to in Section 3, attach the following annexes containing information on the material, personnel and organisational assumptions for the performance of the activities of the CSD:
(a) a project for the management and documentation of investment vehicles; the project shall include:
1. administrative, technical, control and security procedures for keeping records of investment vehicles;
2. technical security of provision of the proposed range of activities;
3. rules on the management and security of the information system, including technical and organisational solutions for backup, archiving and data control, and evidence of verification of the functionality and reliability of such technical solutions;
4. an analysis of the types of crisis situations that may arise in the management of investment vehicles registers and procedures for dealing with such situations;
5. risk management procedures in the performance of individual activities; and
6. technical and organisational arrangements for communication with regulated markets, settlement system operators, participants in a CSD and persons managing central records and evidence of verification of the functionality and reliability of the communication system;
(b) the design of the CSD's operational rules and the identification of the internet address through which the operational rules will be published in a way that allows remote access;
(c) draft standardised contracts between the applicant, on the one hand, and participants in the CSD, persons managing the central register, account holders in the CSD, regulated markets and settlement system operators on the other;
(d) the organisational structure and management structure of the company to be indicated
1. the powers, scope of competence, responsibilities and responsibilities of senior staff (10), their substitutability and control in individual activities; and
2. the activity of the various organisational units and the staff framework,
(e) administrative, control and security procedures, mutatis mutandis, in accordance with Article 5 (2) (l), taking into account the scope of the activities carried out, the rules on the handling of confidential information and personal data protected under other legislation11) and on the fulfilment of obligations under the law governing action against the legalisation of criminal proceeds 12) including their organisational, technical and personnel security,
(f) organisational, technical and personnel security of compliance control activities
1. the legal and operational arrangements of the participants of the CSD; and
2. the legislation, internal rules of the applicant and the operational rules of the CSD by the staff of the CSD;
(g) the definition of the investment instruments and types of transactions that may be subject to settlement in the settlement system operated by the applicant and the definition of the status of the applicant within the settlement system;
(h) ensuring the allocation of an identification mark to investment instruments under the international numbering system for securities identification (ISIN);
(i) documents demonstrating the readiness to conduct the activities referred to in Section 100 (3) of the Act with regard to the activities for which the applicant applies for authorisation, including the project and documents, mutatis mutandis referred to in (a); and
(j) the Annexes listed in points (a) to (g) of Section 7.
Authorisation to provide investment services through an organisational component of a foreign person having its registered office in a State which is not a Member State of the European Union
(Paragraph 28 (3) of the Law)
(1) An application for authorisation to provide investment services through an organisational component of a foreign person having its registered office in a State which is not a Member State of the European Union shall be made on a form, a model of which is given in Annex 2 to this Order.
(2) The applicant shall attach to the application form referred to in paragraph 1 the annexes referred to in Article 10 containing basic information on the applicant, information on the applicant's managers, information on persons with qualified participation in the applicant and on persons closely linked to the applicant, information on the person managing the organisational component and personnel requirements for the performance of the organisational component, information on the factual and organisational assumptions of the organisational component.
(1) The Annexes containing basic information on the applicant are:
(a) the original document of the applicant's business authorisation [§ 2 (a)],
(b) proof of the actual residence of the foreign person;
(c) an authorisation to provide investment services issued by the supervisory authority of the State in which the applicant is established, indicating the scope of that authorisation;
(d) the original proof of origin of the funds secured for the activities of the organisational body;
(e) the financial statements of the applicant (§ 2 (b));
(f) the written opinion of the national supervisory authority of the applicant's registered office on the applicant's intention to provide investment services in the Czech Republic through an organisational component, or evidence that the latter has been informed of the applicant's intention to provide investment services in the Czech Republic through an organisational component;
(g) proof of participation in the guarantee system from which compensation is paid to customers; where the applicant is a participant in such a system, he shall also demonstrate the amount of compensation paid to customers, the range of customers and the extent of their assets covered by this guarantee system, including the territorial scope of that guarantee system; and
(h) documents demonstrating that the applicant complies with capital requirements comparable to those laid down in Sections 9 and 9a of the Act.
(2) The Annexes containing information on the applicant's managers are:
(a) the list of members of the statutory body of the applicant;
(b) the form referred to in Annex 6 to this Order for each member of the statutory authority of the applicant;
(c) a CV for each member of the statutory body of the applicant containing information on:
1. education [§ 2 (d)]; and
2. professional experience [§ 2 (e)],
Sign in for notes, favorites and notifications
Regulation Information
| Citation | Decree No. 255 / 2008 Coll., on model forms and the content of their annexes to submit applications under the Capital Market Enterprise Act |
|---|---|
| Regulation Type | Order |
| Author | - |
| Collection | Code of Laws |
| Date of Promulgation | 11.07.2008 |
|---|---|
| Effective from | 11.07.2008 |
| Effective until | - |
| Status | Valid |
The regulation text is for informational purposes only.
Comments 0