{"kind":"expression","expression":{"expr_id":"305","doc_id":"305","label":"2020 Revision","is_as_enacted":"f","commenced_on":"2020-01-16","superseded_on":null,"valid_from":"2020-01-16","valid_to":null,"is_current":"t","incorporating":"[\"LAW 8\/2019 Securities Investment Business (Amendment) Act, 2019 - LG21\/2019\/s2 - 18\/Jun\/2019\"]","akn_expr_iri":"\/akn\/ky\/act\/2001\/44\/eng@2020-01-16","akn_envelope":"{\"_canary\": {\"iri\": {\"work\": \"\/akn\/ky\/act\/2001\/44\", \"expression\": \"\/akn\/ky\/act\/2001\/44\/eng@2020-01-16\", \"manifestation\": \"\/akn\/ky\/act\/2001\/44\/eng@2020-01-16.pdf\"}, \"pdf\": {\"md5\": \"50874e1b5f05f7ffb4f356748083214f\", \"path\": \"\/Users\/q\/kyleg-data\/working\/PRINCIPAL\/2001\/2001-0044\/2001-0044_2020 Revision.pdf\", \"pages\": 56, \"filename\": \"2001-0044_2020 Revision.pdf\"}, \"errors\": [], \"extraction\": {\"model\": null, \"stats\": {\"word_count\": 16816, \"paragraph_count\": 43, \"text_char_count\": 106560}, \"usage\": null, \"method\": \"pymupdf-text\", \"version\": \"kyleg-akn-1.0\", \"extracted_at\": \"2026-06-22\"}, \"classification\": \"text_layer\", \"validation_flags\": [], \"docai_processor_id\": null}, \"akomaNtoso\": {\"act\": {\"body\": [{\"eId\": \"sec_n1\", \"num\": null, \"text\": \"SCHEDULE 2 Securities investment business - regulated activities SCHEDULE 2A Non-registrable persons SCHEDULE 3 Excluded activities SCHEDULE 4 Persons required to be registered under section 5(4) SCHEDULE 4A Connected Persons within a Single Family ENDNOTES Securities Investment Business Law (2020 Revision) SECURITIES INVESTMENT BUSINESS LAW (2020 Revision) Part I - Introductory\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_1\", \"num\": \"1.\", \"text\": \"Short title 1. This Law may be cited as the Securities Investment Business Law (2020 Revision).\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_2\", \"num\": \"2.\", \"text\": \"Definitions 2. In this Law \u2014 \u201cAIF\u201d means a scheme or arrangement in respect of which activities are carried on in the course of securities investment business as defined in schedule 2 and is marketed in a EU Member State; \u201cAIFM\u201d means a person who in the course of business is managing one or more AIFs; \u201cAIFMD\u201d means the 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; \u201cAuthority\u201d means the Cayman Islands Monetary Authority established under section 5(1) of the Monetary Authority Law (2020 Revision); \u201cbroker member\u201d means a broker member of the Exchange; \u201cclient\u201d means a person with or for whom securities investment business is transacted; Securities Investment Business Law (2020 Revision) \u201ccompany\u201d means a body corporate constituted under the Laws of the Islands or any other jurisdiction; \u201ccourt\u201d means the Grand Court; \u201ccustomer\u201d means a person, other than an individual, to whom a supplier sells goods or supplies services, or agrees to do so, and where the customer is a member of a group of companies, any other company which is a member of that group of companies; \u201cdepositary\u201d means a depositary appointed in accordance with paragraph 11 of the Schedule to the Securities Investment Business (EU Connected Fund (Alternative Investment Fund Managers Directive)) Regulations, 2016 and carrying out the duties set out in paragraph 13 of that Schedule; \u201cdocument\u201d includes an electronic record as defined in the Electronic Transactions Law (2003 Revision); \u201cEEA\u201d means the European Economic Area established by the Agreement on the European Economic Area which entered into force on 1st January, 1994 and the relevant amending annexes and protocols; \u201cequity interest\u201d means a share, trust unit or partnership interest that \u2014 (a) carries an entitlement to participate in the profits or gains of the company, unit trust or partnership; and (b) is redeemable or repurchasable at the option of the investor and, in respect of a company incorporated in accordance with the Companies Law (2020 Revision) (including an existing company as defined in that law), in accordance with but subject to section 37 of the Companies Law (2020 Revision) before the commencement of winding-up or the dissolution of the company, unit trust or partnership, but does not include debt, or alternative financial instruments as prescribed under the Banks and Trust Companies Law (2020 Revision); \u201cEU\u201d means the European Union established by the Treaty on European Union signed in Maastricht on 7th February 1992; \u201cEU Connected Fund\u201d means a company, unit trust or partnership which issues \u2014 (a) equity interests ; or (b) shares, trust units or partnership interests that carry an entitlement to participate in the profits or gains of the company, unit trust or partnership that are not redeemable or purchasable at the option of the investor, the purpose or effect of which is the pooling of investor funds with the aim of spreading investment risks and enabling investors in the company, unit trust or partnership to receive profits or gains from the acquisition, holding, management or disposal of investments and is \u2014 Securities Investment Business Law (2020 Revision) (i) managed by a person whose registered office is in a Member State and whose regular business is managing one or more AIFs notified to the Authority as being identified to the relevant competent authority of a Member State in accordance with the relevant Law implementing the AIFMD in the Member State; or (ii) marketed to investors or potential investors in a Member State, as notified to the Authority as being identified to the relevant competent authority of a Member State in accordance with the relevant Law implementing the AIFMD in the Member State; \u201cEU Connected  Manager\u201d means a person  who carries on or purports to carry on securities investment business in relation to any of the activities set out in paragraphs 5, 6 or 7 of Schedule 2 and is a person to whom section 4(1)(a) or (b) refers; \u201cExchange\u201d means the Cayman Islands Stock Exchange, established under section 4 of the Stock Exchange Company Law (2014 Revision); \u201cgroup of companies\u201d has the meaning assigned by section 3; \u201chigh net worth person\u201d means \u2014 (i) an individual whose net worth is at least $800,000 or its equivalent in any other currency; or (ii) any person that has total assets of not less than $4,000,000 or its equivalent in any other currency; \u201cinstrument\u201d includes any record whether or not in the form of a document; \u201cjoint enterprise\u201d means an enterprise into which two or more persons enter for commercial reasons related to a business or businesses (other than securities investment business) carried on by them; \u201clicence\u201d means a licence granted under this Law; \u201clisted security\u201d means any security which is listed on the Exchange; \u201cmarket maker\u201d means a person who engages in activities specified in paragraph 1(b) of Schedule 2 in compliance with the rules of any market in securities operating under the oversight of or rules made by a recognised securities exchange or a recognised overseas regulatory authority; \u201cmembers of the public\u201d means any person other than a person \u2014 (a) referred to in paragraphs 1 to 5 of Schedule 4; (b) regulated by the Authority; or (c) regulated by a recognised overseas regulatory authority; \u201cMember State\u201d means a state which is \u2014 (a) a member of the EU; or (b) a part of the EEA in which the AIFMD has been implemented; Securities Investment Business Law (2020 Revision) \u201cnet worth\u201d means the excess of assets over liabilities; \u201cpartnership\u201d means a general or limited partnership established under the Partnership Law (2013 Revision), an exempted limited partnership registered under the Exempted Limited Partnership Law (2018 Revision), or a partnership established under the laws of a jurisdiction other than the Islands; \u201cprescribed\u201d means prescribed by any regulation made under this Law; \u201cproprietary assets\u201d means the total assets of any company, partnership or trust; \u201crecognised overseas regulatory authority\u201d means a regulatory authority which, in a country or territory outside the Islands, exercises one or more functions corresponding to the Authority\u2019s under this Law and which the Authority has declared by notice published in the Gazette to be recognised for the purposes of this Law: \u201crecognised securities exchange\u201d means the Exchange or any other securities exchange which the Authority has declared by notice published in the Gazette to be so recognised for the purposes of this Law; \u201crecognised securities organisation\u201d means an organisation which regulates its members in relation to the carrying on of activities constituting securities investment business which the Authority has declared by notice published in the Gazette to be so recognised for the purposes of this Law; \u201cregistered person\u201d means a person specified in Schedule 4 and who has registered with the Authority in accordance with section 5(4); \u201csecurities\u201d means assets, rights or interests specified in Schedule 1; \u201csecurities investment business\u201d has the meaning assigned to it in section 4; \u201csenior officer\u201d means a director, managing director, president, chief executive officer, partner, managing partner, general partner, ultimate partner, manager or someone who has a similar control function; \u201cshare\u201d in the case of a company limited by guarantee, includes an interest of a member of the company; \u201csingle family\u201d, in relation to a single family office, means \u2014 (a) an individual; or (b) a group of individuals who are connected in at least one of the ways set out in in Schedule 4A; \u201csingle family office\u201d means a legal entity or legal arrangement formed in the Islands by a single family to conduct securities investment business for or on behalf of that single family where \u2014 (a) the securities are not beneficially owned by a third party; and Securities Investment Business Law (2020 Revision) (b) the legal entity or legal arrangement does not hold itself out to the public as conducting securities investment business for any person except members of the single family; \u201csophisticated person\u201d means a person \u2014 (a) regulated by the Authority; (b) regulated by a recognised overseas regulatory authority; (c) any of whose securities are listed on a recognised securities exchange; or (d) who \u2014 (i) by virtue of knowledge and experience in financial and business matters is reasonably to be regarded as capable of evaluating the merits of a proposed transaction; and (ii) participates in a transaction with a value or in monetary amounts of at least $80,000 or its equivalent in any other currency, in the case of each single transaction; and \u201csupplier\u201d means a person whose main business is to dispose of goods or supply services and not to carry on any of the activities specified in Schedule 2; \u201ctrust unit\u201d means a unit of participation in a unit trust; \u201cunit trust\u201d means a trust established by a trustee which, for valuable consideration, issues trust units in profits or gains arising from the acquisition holding, management or disposal of investments by the trustee of the trust, the proper law of which is the law of the Islands or the law of any other jurisdiction.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_3\", \"num\": \"3.\", \"text\": \"Group of companies 3. (1) For the purposes of this Law, a group of companies comprises every company which, directly or indirectly, is a subsidiary of the same holding company, and such a group includes the holding company. (2) A company shall be treated as a subsidiary (\u201cthe subsidiary\u201d) of another company (\u201cthe holding company\u201d) where \u2014 (a) the holding company is a member of the subsidiary and controls the composition of the subsidiary\u2019s board of directors; (b) the holding company, directly or indirectly, controls more than half of the votes which may be cast at general meetings of the subsidiary; or (c) the subsidiary is a subsidiary of any other company which is itself a subsidiary of the holding company. (3) In subsection (2)(a), the composition of a company\u2019s board of directors shall be treated as controlled by another company if that other company, by the exercise of some power, without the consent or concurrence of any other person, can appoint or remove all or a majority of the directors. Securities Investment Business Law (2020 Revision) Part II - Securities Investment Business\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_4\", \"num\": \"4.\", \"text\": \"Meaning of securities investment business 4. (1) For the purposes of this Law and subject to section 5(2), a person carries on securities investment business if that person is engaged in the course of business, in any one or more of the activities set out in Schedule 2 and that person \u2014 (a) is \u2014 (i) a company incorporated under the Companies Law (2020 Revision); (ii) a general partnership established under the Partnership Law (2013 Revision); (iii) a limited partnership registered under the Partnership Law (2013 Revision); (iv) an exempted limited partnership registered under the Exempted Limited Partnership Law (2018 Revision); (v) a foreign company registered under Part IX of the Companies Law (2020 Revision); (vi) a limited liability company formed and registered under the Limited Liability Companies Law (2020 Revision); or (vii) a limited liability partnership formed and registered under the Limited Liability Partnership Law, 2017 [Law 13 of 2017]; (b) has established a place of business in the Islands through which such activities are carried on. (2) The respective activities carried out by the non-registrable persons described in Schedule 2A and the activities set out in Schedule 3 do not constitute the carrying on of securities investment business for the purpose of this Law. (3) The persons described in Schedule 2A are persons who are not required to register under this Law. 4A. Exercise of discretionary powers 4A. The Authority may \u2014 (a) impose conditions on an applicant for registration or licensing at the time of application or at any time thereafter, as the Authority may consider appropriate having regard to the nature, risk and scale of the business; (b) refuse registration of an applicant for registration; and (c) employ the enforcement powers of the Authority against a registered person. 4B. Direction to cease and desist 4B. (1) Where the Authority is of the opinion that a licensee or a registered person is \u2014 Securities Investment Business Law (2020 Revision) (a) committing, or about to commit, an act that is an unsafe or unsound practice in conducting the business of the licensee or a registered person; or (b) pursuing or about to pursue, a course of conduct that is an unsafe or unsound practice in conducting the business of the licensee or registered person, the Authority may direct the licensee or registered person, in relation to the securities investment business of the licensee or registered person to cease or refrain from committing the act or pursuing the course of conduct and to perform such acts as, in the opinion of the Authority, are necessary to remedy or ameliorate the situation. (2) A person who, without reasonable cause, fails to comply with a direction given by the Authority under subsection (1) commits an offence and is liable \u2014 (a) on summary conviction to a fine of fifty thousand dollars or to imprisonment for a term of one year or to both; and (b) on conviction on indictment to a fine of one hundred thousand dollars or to imprisonment for a term of five years or to both, and if the offence of which the person is convicted is continued after conviction the person commits a further offence and is liable to a fine of ten thousand dollars for every day on which the offence is so continued. 4C. Prohibition to act as depositary 4C. A registered person shall not act or function as a depositary in or from within the Islands. Part III - Licensing and Regulation of Licensee\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_5\", \"num\": \"5.\", \"text\": \"Requirement for a licence, registration, deregistration and fees payable 5. (1) A person shall not carry on or purport to carry on securities investment business unless that person holds a licence or registration granted under this Law or is exempt from holding a licence or registration. (1A) An individual shall not carry on securities investment business in or from within the Islands except where the individual is a person described in Schedule 2A. (1B) A person who carries on securities investment business activities for which a licence or registration is required shall be \u2014 (a) a company incorporated under the Companies Law (2020 Revision); (b) a general partnership established under the Partnership Law (2013 Revision); Securities Investment Business Law (2020 Revision) (c) a limited partnership registered under the Partnership Law (2013 Revision); (d) an exempted limited partnership registered under the Exempted Limited Partnership Law (2018 Revision); (e) a foreign company registered under Part IX of the Companies Law (2020 Revision); (f) a limited liability company formed and registered under the Limited Liability Companies Law (2020 Revision); or (g) a limited liability partnership formed and registered under the Limited Liability Partnership Law, 2017 [Law 13 of 2017]. (2) The persons specified in Schedule 2A do not require a licence to conduct securities investment business but may apply to be licensed under this Law and in particular may, if those persons are EU Connected Managers in respect of any of the activities set out in paragraphs 5, 6 or 7 of Schedule 2, elect to apply to be licensed under this Law. (2A) A person who is not specified in Schedule 4 and who is an EU Connected Manager shall, in the manner prescribed, notify the Authority that the person is an EU Connected Manager. (2B) A person who elects to apply to be licensed under this Law pursuant to section 5(2) shall apply to the Authority in the manner prescribed. (2C) An EU Connected Manager who is an AIFM shall not carry on securities investment business with respect to the activity set out in paragraph 7 of Schedule 2. (2D) Where an application is made under subsection (2B), the Authority, after considering the application may grant a licence to the applicant in the manner that the Authority considers appropriate. (2E) Where a notification is made to the Authority pursuant to subsection (2A), the Authority, where the Authority considers it necessary, may modify an existing licence previously granted by the Authority to a person and impose conditions upon the licence with respect to the activities set out in paragraphs 5, 6 or 7 of Schedule 2. (2F) An EU Connected Manager who elects to be licensed under this Law shall comply with the applicable provisions of this Law. (2G) The Authority may provide attestation or confirmation of the status of an EU Connected Manager but before the attestation or confirmation of status is provided by the Authority, the EU Connected Manager shall submit to the Authority the prescribed information. (2H) The Authority, with respect to an EU Connected Manager, shall have the power to \u2014 Securities Investment Business Law (2020 Revision) (a) conduct an onsite inspection or to permit a regulator in the EU to conduct an onsite inspection; (b) request information from or about the EU Connected Manager; and (c) apply to the Grand Court for such orders as it thinks fit to preserve the assets of the investors in an EU Connected Fund, and the Grand Court has power to grant such orders. (2I) For the purposes of this section \u201cattestation\u201d or \u201cconfirmation of status\u201d means the method, whether by letter or any other manner which the Authority considers appropriate, by which the Authority may be required to confirm the details of an EU Connected Manager to an overseas regulatory authority or a Member State. (3) For the purposes of subsection (1), a person may be considered to purport to carry on securities investment business where that person \u2014 (a) uses one or more words which connote securities investment business, either in English or in any other language, in the description or title under which that person carries on business; (b) makes a representation in a document or in any other manner that that person is carrying on securities investment business; or (c) otherwise holds themselves out as carrying on securities investment business. (4) A person specified in Schedule 4 shall register with the Authority and such person, in order to be registered, shall file an application in the prescribed form and pay the prescribed registration fee to the Authority. (4A) An applicant for registration shall not be registered unless the applicant has satisfied the Authority that the applicant\u2019s shareholders, directors and senior officers are fit and proper persons. (4B) Where a registered person ceases to carry on securities investment business the registered person shall within twenty-one days after the date of ceasing to carry on in the Islands any regulated activity listed in Schedule 2 \u2014 (a) notify the Authority of its intention to deregister; and (b) file the prescribed details to deregister in the manner specified by the Authority. (4C) A registered person shall notify the Authority within twenty-one days after any material change in the information filed by the registered person in its application or annual declaration. (4D) A registered person who fails to pay the prescribed annual fee shall pay a surcharge of one-twelfth of that fee for every month or part of a month after the 15th January in each year that the fee is not paid. (4E) A registered person shall \u2014 Securities Investment Business Law (2020 Revision) (a) file with the Authority, on or before the 15th day of January in each year, an annual declaration in such form as the Authority may approve; and (b) pay to the Authority the prescribed annual fee at the time of the filing of the declaration. (4F) The Authority may, for good cause, waive any additional fee imposed under subsection (4D). (4G) If the prescribed annual fee referred to in subsection (4E) is not paid on or before the 15th day of January in each year, the unpaid annual fee may be sued for by the Crown by action as a civil debt and the Crown may require, and the court may order, the payment of any penalties accrued in respect of the late payment of the fee. (5) The Authority may, from time to time, require a registered person to provide the report specified under section 17(2A)(e). (6) Subject to subsection (2), a person who carries on or purports to carry on securities investment business without being the holder of a current licence or registration under this Law commits an offence and is liable on summary conviction to a fine of one hundred thousand dollars and to imprisonment for one year, and in the case of a continuing offence, to a fine of ten thousand dollars for each day during which the offence continues. (7) A contract, transaction, obligation or instrument entered into by any person shall not be rendered unenforceable merely because it is entered into in connection with securities investment business carried on by that person in contravention of subsection (1).\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_6\", \"num\": \"6.\", \"text\": \"Application for a licence 6. (1) A person, other than a person to whom section 5(2) refers, who wishes to carry on securities investment business shall apply in writing to the Authority for the grant of a licence under this Law. (2) The Authority shall, in relation to an application received under subsection (1), either \u2014 (a) grant the licence; (b) grant the licence subject to conditions; or (c) refuse the licence. (3) A licence shall specify one or more of the activities set out in Schedule 2 that the licensee is permitted to carry on. (4) An application under this section shall include such information and shall be accompanied by such fee as may be prescribed. (5) A licence shall not be granted to an applicant unless the applicant has satisfied the Authority that \u2014 Securities Investment Business Law (2020 Revision) (a) the applicant will be able to comply with the provisions of this Law and the regulations; (b) the applicant will be able to comply with the requirements of the AntiMoney Laundering Regulations (2020 Revision); (c) it will not be against the public interest, including, but not limited to, the need to protect investors, for the application to be approved; (d) the applicant has personnel with the necessary skills, knowledge and experience and such facilities, and such books and records as the Authority considers appropriate having regard to the nature and scale of the business; and (e) the applicant\u2019s senior officers and managers are fit and proper persons, and where the Authority is satisfied, it may grant a licence to the applicant either unconditionally or subject to such conditions as the Authority considers appropriate. (6) For the purposes of this section and sections 8 and 17, in determining whether the person is a fit and proper person, regard shall be had to all circumstances, including that person\u2019s \u2014 (a) honesty, integrity and reputation; (b) competence and capability; and (c) in the case of an applicant, financial soundness. (7) The conditions which the Authority may impose on a licensee may include conditions \u2014 (a) limiting the nature and scope of the securities investment business which may be carried on by the licensee; (b) specifying whether or not the licensee may hold clients\u2019 assets; and (c) requiring the licensee or a senior officer or manager of the licensee to acquire and maintain membership of a recognised securities exchange or a recognised securities organisation. (9) The Authority may, by notice in writing to a licensee, revoke at any time any condition attached to the licence. (10) The Authority may grant a restricted licence by limiting the number of clients to whom the licensee may provide services or setting the minimum value of an individual client\u2019s investment, as may be prescribed under this Law. (11) Where the Authority has granted a licence under this section, it shall, as soon as reasonably possible after the grant, publish notification of such grant in the Gazette. (12) The Authority shall maintain a current register of licensees setting out the business address of the licensee and details of the activities that the licensee is Securities Investment Business Law (2020 Revision) permitted to carry on and such other information as may be prescribed and such register shall be available to the public. (13) A person licensed under this Law, a person specified in Schedule 2A or a person specified in Schedule 4 is not required to be licensed under the \u2014 (a) Local Companies (Control) Law (2019 Revision); (b) Banks and Trust Companies Law (2020 Revision); (c) Insurance Law, 2010 [Law 32 of 2010]; (d) Companies Management Law (2018 Revision); (e) Mutual Funds Law (2020 Revision); or (f) Trade and Business Licensing Law (2019 Revision), in respect of the carrying on of securities investment business.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_7\", \"num\": \"7.\", \"text\": \"Fees and returns 7. (1) Every person to whom a licence is first granted shall at the date of such grant pay the prescribed fee. (2) The holder of a licence shall, on or before the 15th January in each year, pay the prescribed renewal fee, and there shall be payable by a licensee who fails to pay the prescribed renewal fee by that date a surcharge of one-twelfth of that fee for every month or part of a month after the 15th January in each year that the fee is not paid. (3) A licence in respect of which the prescribed renewal fee remains unpaid for three full months after the 15th January in any year shall lapse forthwith but if, within a period of one month after the date of lapse, the person who held the licence prior to its lapse pays \u2014 (a) the prescribed renewal fee; (b) the surcharges due under subsection (2); and (c) an administration fee of ten per cent of the prescribed renewal fee, the licence may be renewed for the period from the 1st January to the 31st December, inclusive, of the year in question. (4) A holder of a licence under this Law shall inform the Authority of any changes made relating to any of the information furnished in accordance with section 6(4) within seven days after any such change has occurred.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_8\", \"num\": \"8.\", \"text\": \"Shares not to be issued or transferred without the prior approval of the Authority 8. (1) No shares in a company or interests in a partnership which is a licensee under this Law shall be issued, and no issued shares or interests shall be voluntarily transferred or disposed of, without the prior approval of the Authority. Securities Investment Business Law (2020 Revision) (1A) Shares in a company or interests in a limited liablity company or a partnership which is a registered person under this Law shall not be issued and issued shares or interests shall not be voluntarily transferred or disposed of without the Authority being notified within twenty-one days of the transfer or disposal. (2) Notwithstanding subsection (1), the Authority may exempt from the provisions of this section a licensee whose shares or interests are publicly traded on a recognised securities exchange, and any such exemption \u2014 (a) shall be subject to a condition that the licensee shall, as soon as reasonably practicable, notify the Authority of \u2014 (i) any change in control of the licensee; (ii) the acquisition by any person or group of persons of shares representing more than ten per cent of the licensee\u2019s issued share capital or total voting rights; or (iii) the acquisition by any person or group of persons of shares representing more than ten per cent of the issued share capital or total voting rights of the licensee\u2019s parent company; (b) shall be subject to a condition that the licensee shall, as soon as reasonably practicable, provide such information to the Authority, and within such period of time, as the Authority may require for the purpose of enabling an assessment as to whether persons acquiring control or ownership of the licensee in the circumstances set out in paragraph (a) are fit and proper persons to have such control or ownership; and (c) shall be subject to such other terms and conditions as the Authority may deem necessary. (3) In subsections (1) and (1A), the reference to shares or interests being transferred or disposed of includes the transfer or disposal of the legal or the beneficial interest in the shares or interests. (4) In the event of shares in a company or the interests in a partnership which is licensed or registered under this Law vesting involuntarily or through process of law in a person, the company or partnership, as soon as it becomes aware of such vesting, shall inform the Authority of the number of shares or interests and the identity of the person in whom they have vested, and the company or partnership and the person in whom they have vested shall comply with any instructions as to the licence, registration or the business of the company or partnership as may be given by the Authority.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_9\", \"num\": \"9.\", \"text\": \"Use of words connoting securities investment business 9. The Authority may require a licensee or registered person with a name which \u2014 (a) is identical with that of another person, whether within the Islands or not, or which so nearly resembles that name as to be likely to deceive; Securities Investment Business Law (2020 Revision) (b) in the opinion of the Authority connotes, falsely, the patronage of or connection with a person whether within the Islands or not; (c) in the opinion of the Authority connotes, falsely, that it has a special status in relation to or derived from the Government, or has the official backing of or acts on behalf of the Government or of any of its departments or officials; (d) in the opinion of the Authority is liable to mislead investors, or constitute a misrepresentation; or (e) includes any prescribed word or expression, forthwith to change its name, and in default of compliance within three calendar months of the receipt of notice from the Authority of its requirements, the Authority may revoke its licence or cancel its registration.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_10\", \"num\": \"10.\", \"text\": \"Segregation of property 10. A licensee or a registered person shall separately account for the funds and property of each client and for the licensee\u2019s or registered person\u2019s own funds and property.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_11\", \"num\": \"11.\", \"text\": \"Regulations 11. (1) The Cabinet may, after consultation with the Authority, make regulations \u2014 (a) prescribing anything which is to be prescribed under this Law; and (b) generally for carrying the purposes and provisions of this Law into effect. (2) Without prejudice to the generality of the foregoing, such regulations may in respect of licensees \u2014 (a) specify standards for the form and content of any advertising or promotion of securities or of securities investment business; (b) require a licensee to make full and proper disclosure to clients of the capacity in which that person is acting in relation to a particular securities investment business transaction and whether the transaction is being effected for that person\u2019s own account or that of any person other than the client; (c) specify standards for dealings with clients and clients\u2019 assets, including the holding upon trust of clients\u2019 assets by the licensee; (d) establish financial requirements and specify standards for financial conduct and record keeping and reporting; (e) specify disclosure requirements in respect of the amount, value or arrangements for the payment or provision, of commissions or other inducements; (f) specify arrangements for the settlement of disputes; and Securities Investment Business Law (2020 Revision) (g) specify the nature and extent of any insurance arrangements required of the licensee. (3) Regulations made under this Law may provide that the contravention of any provision constitutes an offence and may prescribe penalties for any such offence not exceeding the maximum fine and term of imprisonment prescribed in this Law for any offence under this Law.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_12\", \"num\": \"12.\", \"text\": \"Guidance notes 12. (1) The Authority may, after consultation with the Minister with responsibility for financial services and such persons as the Authority considers representative of the conduct of securities investment business, issue guidance notes for the purpose of giving practical guidance with respect to this Law and any regulations made under section 11. (2) The Authority shall publish in the Gazette any guidance notes and such notice shall indicate the date on which the guidance notes come into effect. (3) The Authority may also adopt any rules or codes issued by the Exchange or any recognised securities organisation and shall give notice of such adoption in the Gazette. (4) In determining whether a person has complied with any of the requirements under this Law or any regulation made under it \u2014 (a) a court shall take into account any relevant guidance notes issued under subsection (1) which apply to that person; and (b) a court may take into account any other relevant guidance issued by a body that regulates, or is representative of, any trade, profession, business or employment carried on by that person.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_13\", \"num\": \"13.\", \"text\": \"Accounts 13. (1) A licensee shall have its accounts audited annually, or at such other time as the Authority may require, by an auditor who shall be a member of \u2014 (a) the Institute of Chartered Accountants in England and Wales; (b) the Canadian Institute of Chartered Accountants; (c) the Chartered Association of Certified Accountants; (d) the American Institute of Certified Public Accountants; or (e) any other professional body or institute approved by the Authority. (2) Within six months of the end of a licensee\u2019s financial year that person shall forward to the Authority \u2014 (a) his audited accounts for the financial year just ended; and Securities Investment Business Law (2020 Revision) (b) a certificate of compliance with the provisions of this Law and any regulations made under this Law or the Monetary Authority Law (2020 Revision), signed by the licensee or if a company, a director of the licensee. (3) A licensee may not change its auditor without the prior written approval of the Authority and the licensee shall explain the circumstances giving rise to the change of auditor prior to such approval being given. (4) A person who signs a certificate under subsection (2)(b) knowing or believing that such certificate is false commits an offence and is liable on summary conviction to a fine of five thousand dollars and such person \u2014 (a) may have that person\u2019s licence or the licence held by the company of which that person is a director revoked; and (b) may not be granted a further licence, nor be permitted to be a director of a company which holds a licence. (5) Any licensee who fails to comply with subsection (2) within the prescribed period or any extension to such granted by the Authority for good cause shown, is liable to a late filing fee of fifty dollars for each day or part thereof that compliance remains outstanding.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_14\", \"num\": \"14.\", \"text\": \"Certain prohibitions on licensee 14. (1) A licensee shall not, without the prior written approval of the Authority, open outside the Islands a subsidiary, branch, agency or representative office or change its name. (2) A licensee shall notify the Authority immediately of any change of address of its place of business.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_15\", \"num\": \"15.\", \"text\": \"Number and approval of directors 15. (1) A licensee which is a company or a corporate general partner of a limited partnership which is a licensee shall at no time have fewer than two directors or, if the licensee is a company that does not have directors, two managers. (2) No alterations in the senior officers of a licensee shall be made without the prior written approval of the Authority. (3) A licensee or registered person shall remove or replace a senior officer who is convicted in any country of an offence involving dishonesty forthwith upon conviction. (4) A registered person shall have, where the registered person is \u2014 (a) a company incorporated under the Companies Law (2020 Revision), a minimum of \u2014 (i) two directors who are individuals; or (ii) one corporate director, Securities Investment Business Law (2020 Revision) each of whom is complying with the Directors Registration and Licensing Law, 2014; (b) a general partnership established, or a limited partnership registered under the Partnership Law (2013 Revision), a minimum of two partners; (c) an exempted limited partnership registered under the Exempted Limited Partnership Law (2018 Revision), a minimum of two directors (or equivalent officers) appointed in respect of its general partner (or where the general partner is itself an exempted limited partnership registered under the Exempted Limited Partnership Law (2018 Revision) at the level of the ultimate general partner); (d) a foreign company registered under Part IX of the Companies Law (2020 Revision), a minimum of two directors (or equivalent officers); (e) a limited liability company formed and registered under the Limited Liability Companies Law (2020 Revision), a minimum of two managers complying with the Directors Registration and Licensing Law, 2014 [Law 10 of 2014]; or (f) a limited liability partnership formed and registered under the Limited Liability Partnership Law, 2017 [Law 13 of 2017], a minimum of two managing partners. (5) Any alteration made in the senior officers of a registered person shall be notified to the Authority within twenty-one days of the alteration.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_16\", \"num\": \"16.\", \"text\": \"Powers and duties of the Authority 16. (1) The Authority shall \u2014 (a) maintain a general review of securities investment business in the Islands, and submit an annual report thereon to the Cabinet; (b) be responsible for supervision and enforcement in respect of persons to whom this Law applies, and for the investigation of persons where the Authority reasonably believes that they are or have been in breach of section 5(1); (c) whenever the Authority considers it necessary, examine, by way of the receipt of regular returns, on-site inspections, auditors\u2019 reports or in such other manner as the Authority may determine, the affairs or business of any licensee or registered person for the purpose of \u2014 (i) assessing whether a licensee or registered person is undertaking its authorised activities in accordance with this Law and any regulations made under this Law; (ii) confirming that the provisions of the Anti-Money Laundering Regulations (2020 Revision) are being complied with; Securities Investment Business Law (2020 Revision) (iii) confirming that the licensee or registered person is in a sound financial position; or (iv) carrying out any other functions of the Authority. (1A) The Authority may require \u2014 (a) from a registered person, information related to its securities investment business; or (b) from any person who, in the opinion of the Authority, is conducting securities investment business in contravention of this Law information related to the person\u2019s securities investment business. (2) The Authority may in writing authorise any other person to assist it to perform its functions under this Law. (3) This Law is deemed to be a regulatory law for the purposes of the Monetary Authority Law (2020 Revision). (4) A person who knowingly or recklessly provides any information to the Authority which is false or misleading in a material particular commits an offence and is liable on summary conviction to a fine of ten thousand dollars and to imprisonment for six months.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_17\", \"num\": \"17.\", \"text\": \"Enforcement powers of the Authority 17. (1) Without prejudice to any other action that may be instituted or taken against a licensee or a registered person, if at any time it appears to the Authority that a licensee or a registered person has failed to comply with any of the requirements under this Law or any regulation made under it the Authority may by written notice direct the licensee or the registered person  to ensure that the requirement is complied with within such period and on such terms and conditions as the authority may specify and the licensee or the registered person shall comply with the notice. (2) The Authority may carry out any of the actions specified in subsection (2A) if it knows or has reasonable grounds to believe that a licensee or a registered person \u2014 (a) is unable or appears likely to become unable to meet its obligations as they fall due; (b) is carrying on business fraudulently or otherwise in a manner detrimental to the public interest, to the interest of its clients or to the interest of its creditors; (c) has contravened any provision of this Law or the regulations or of the AntiMoney Laundering Regulations (2020 Revision); (d) has failed to comply with a condition of its licence or registration; Securities Investment Business Law (2020 Revision) (e) has not conducted the direction and management of its business in a fit and proper manner or has directors, senior officers, managers or persons who have acquired ownership or control who are not fit and proper persons; or (f) has failed to comply with any lawful direction from the Authority. (2A) The actions referred to in subsection (2) are as follows \u2014 (a) revoke the licence or cancel the registration; (b) impose conditions or further conditions upon the licence or registration or amend or revoke any such conditions; (c) apply to the court for any order which is necessary to protect the interests of clients or creditors of the licensee or registered person such orders including an injunction or restitution or disgorgement order under section 18; (d) publish in the Gazette and in any official publications of the Authority a breach by any person of this Law, of any regulations made hereunder or of any lawful direction issued by the Authority; (e) at the expense of the licensee or registered person, require that an auditor\u2019s report be submitted to the Authority on the licensee\u2019s or registered person\u2019s anti-money laundering systems and procedures for compliance with the Anti-Money Laundering Regulations (2020 Revision); (f) require the substitution of any director or officer of the licensee or registered person whenever appointed or the divestment of ownership or control; (g) at the expense of the licensee or registered person, appoint a person to advise the licensee or registered person on the proper conduct of its affairs and to report to the Authority thereon; (h) at the expense of the licensee or registered person appoint a person to assume control of the licensee\u2019s or registered person\u2019s affairs who shall have all the powers necessary to administer the affairs of the licensee or registered person including the power to terminate the securities investment business of the licensee or registered person; (i) in the case of a reasonable belief that the licensee or registered person has materially contravened the Anti-Money Laundering Regulations (2020 Revision), report the same to the Director of Public Prosecutions; or (j) require such action to be taken by the licensee or registered person as the Authority reasonably believes necessary for the purposes of dealing with the circumstances referred to in subsection (2)(a) to (f). (3) Where the Authority decides to take action under subsection (2A), it shall notify the licensee or registered person in writing, specifying the following \u2014 (a) the action that the Authority has taken or intends to take; Securities Investment Business Law (2020 Revision) (b) the reasons for the action, with reference to statutory provisions, and when it is to take effect; (c) whether, in addition to (d), the licensee or registered person may make representations to the Authority within such period as may be specified in the notification; and (d) the licensee\u2019s or registered person\u2019s right to appeal under sections 22 or 23 and the procedure therefor. (4) Where action is proposed to be taken by the Authority under subsection (2) and the licensee is a broker member of the Exchange, the Authority shall consult with the Exchange and provide it with a copy of any notification issued under subsection (3). (5) A person appointed under subsection (2A)(g) or (h) or whose appointment has been extended under subsection (6)(b) shall, from time to time at that person\u2019s discretion and in any case within three months of the date of that person\u2019s appointment or of the extension of that person\u2019s appointment, prepare and furnish to the Authority a report of the affairs of the licensee or registered person and of that person\u2019s recommendations thereon. (6) On receipt of a report under subsection (5), the Authority may \u2014 (a) revoke the appointment of the person appointed under subsection (2A)(g) or (h); (b) extend the period of that person\u2019s appointment; (c) subject to such conditions as the Authority may impose, allow the licensee or registered person to reorganise its affairs in a manner approved by it; or (d) revoke the licence or cancel the registration and apply to the court for an order that the licensee or registered person, if either is a company, be wound up by the court in which case the provisions of the Companies Law (2020 Revision) relating to the winding up of a company shall apply. (7) Notwithstanding any other provision in this Law, the Authority may cancel a licence or registration if the licensee or registered person has ceased, or wishes to cease, to carry on securities investment business, or has not commenced business within one year of the date of the grant of the licence or registration. (8) Whenever the Authority revokes or cancels a licence or registration under this section or section 9 notice of such revocation or cancellation shall forthwith be published in the Gazette.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_18\", \"num\": \"18.\", \"text\": \"Injunctions and restitution and disgorgement orders 18. (1) If, on the application of the Authority the court is satisfied \u2014 (a) that there is a reasonable likelihood that a person will contravene section 5(1) or that a licensee or registered person will contravene this Law or any regulations hereunder; Securities Investment Business Law (2020 Revision) (b) that a person has contravened section 5(1) or that a licensee or registered person has contravened this Law or any regulations made hereunder and that there is a reasonable likelihood that the contravention will continue or be repeated; or (c) that a licensee or registered person has engaged in any fraudulent activity in relation to securities investment business, it may grant an injunction restraining the contravention or anticipated contravention or the fraudulent activity. (2) If, on the application of the Authority, the court is satisfied that a person has entered into any transaction in contravention of section 5(1) or any other provision of this Law or any regulations made hereunder, the court may order that person, and any other person who appears to the court to have been knowingly concerned in the contravention, to take such steps as the court may direct for restoring the parties to the transaction to the position in which they were before the transaction was entered into. (3) The court may, on the application of the Authority, and subject to any other considerations the court finds relevant, make an order under subsection (4) if satisfied that a person has been carrying on securities investment business in contravention of this Law or any regulations made hereunder and \u2014 (a) that profits have accrued to that person as a result of that person\u2019s contravention; or (b) that one or more clients have suffered loss or been otherwise adversely affected as a result of that person\u2019s contravention. (4) The court may, under this section, order the person concerned to pay into court, or appoint a receiver to recover from that person, such sum as appears to the court to be just, having regard to \u2014 (a) in a case within subsection (3)(a), the profits appearing to the court to have accrued; (b) in a case within subsection (3)(b), the extent of loss or other adverse effect; or (c) in a case within subsection (3)(a) and (b), the profits and the extent of loss or other adverse effect. (5) Any amount paid into court by, or recovered from, a person pursuant to an order under subsection (4) shall be distributed as the court may direct among those who appear to the court to have entered into transactions with that person as a result of which the profits or loss or other adverse effect in respect of the contravention occurred. (6) On an application under subsection (3) the court may require the person concerned to furnish it with such accounts or other information as it may require to establish whether any and if so what profits have accrued to that person as a Securities Investment Business Law (2020 Revision) result of the contravention and for determining how any amounts are to be distributed under subsection (5); and the court may require such accounts or other information to be verified in such manner as it may direct. (7) Nothing in this section affects the right of any person other than the Authority to bring proceedings in respect of any of the matters to which this section applies. (8) Nothing in this section shall affect the rights of secured creditors. (9) The court shall not exercise the powers conferred on it by subsections (2) to (6) unless a reasonable opportunity has been given to persons affected to make representation to the court.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_19\", \"num\": \"19.\", \"text\": \"Duty of auditor 19. (1) If an auditor, in the course of carrying out an audit or producing a report under section 17(2A)(e) becomes aware of or has reasonable grounds to believe that the licensee or registered person \u2014 (a) is or is likely to become unable to meet its obligations as they fall due; (b) is carrying on business in breach of this Law or any regulations made hereunder; (c) is carrying on or attempting to carry on business in a manner that is prejudicial to its clients or is winding up its business voluntarily in a manner that is prejudicial to its clients or creditors; or (d) is carrying on or attempting to carry on business without maintaining any or sufficient accounting records or record keeping systems to enable the auditor to carry out an audit or produce a report under section 17(2A)(e), the auditor shall immediately give the Authority and the licensee or registered person written notice of that person\u2019s knowledge or belief giving reasons therefor, and an auditor who contravenes this provision is liable to removal by the Authority from its list of approved auditors. (2) A reference in this section to an auditor carrying out an audit or preparing a report on a licensee or registered person includes an auditor who was engaged to carry out such an audit or prepare such a report or who was in the course of so doing but resigned before completion or whose contract to carry out same was otherwise terminated. (3) No duty to which an auditor of a licensee or a registered person may be subject shall be regarded as contravened by reason of that person\u2019s communicating in good faith to the Authority any information or opinion on a matter specified in subsection (1) or providing any information or opinion in response to a request made by the Authority pursuant to a power conferred by this Law. (4) An auditor shall not be liable in damages for anything done or omitted to be done in the discharge or proposed discharge of that person\u2019s functions under this Securities Investment Business Law (2020 Revision) Law in relation to the preparation of a report under section 17(2A)(e) or in relation to any notice given under subsection (1) unless it is shown that the act or omission was in bad faith.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_20\", \"num\": \"20.\", \"text\": \"Entry and search of premises 20. (1) If the court, on sworn information on oath, is satisfied that the conditions in subsection (2) are fulfilled and either \u2014 (a) that admission to the premises has been refused, or that a refusal is expected, and that reasonable notice of the intention to apply for the warrant has been given to the occupier; or (b) that an application for admission, or the giving of such a notice, would defeat the object of the entry, or that the case is one of urgency, or that the premises are unoccupied or that the occupier is temporarily absent, the court may, by warrant signed by a judge, authorise a constable of the rank of inspector or above to enter the premises, if need be by reasonable force. (2) The conditions referred to in subsection (1) are that there are reasonable grounds for suspecting that \u2014 (a) there is or has been, on the premises to which entry is sought, any contravention of this Law; or (b) there is on those premises evidence of any contravention of this Law. (3) Every warrant granted under this section shall continue in force for a period of one month. (4) A constable entering any premises by virtue of this section or of a warrant issued under it, may be accompanied by such employees of, or advisers to, the Authority as may be necessary to ensure the successful execution of the warrant. (5) The constable authorised by any such warrant to search any premises may, if so authorised by the warrant, search every person who is found in those premises and may seize any documents found in the possession of any such person or in such premises which that person has reasonable ground for believing ought to have been produced pursuant to a lawful request from the Authority. (6) A person who wilfully obstructs a constable in the exercise of any powers conferred on that person by this section commits an offence and is liable on summary conviction to a fine of one hundred thousand dollars and to imprisonment for five years. (7) The Rules Committee of the Court may make rules for the purposes of this section. Securities Investment Business Law (2020 Revision)\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_21\", \"num\": \"21.\", \"text\": \"Winding up 21. (1) The Authority may apply to the court for a licensee, former licensee or company that is or has been in contravention of section 5(1) to be wound up by the Court, notwithstanding any voluntary winding up proceedings that have commenced. (2) On an application under subsection (1), the court may make an order for the licensee to be wound up by the court if the court is of the opinion that the winding up would be in the public interest in all the circumstances of the case. (3) The Authority may apply to the court for an order that a person specified in Schedule 4 that has been in contravention of section 5(4) be wound up by the court, notwithstanding any voluntary winding up proceedings that have commenced.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_22\", \"num\": \"22.\", \"text\": \"Appeals against decisions made under section 17(2A)(a) and (h) 22. (1) An appeal lies to the court from a decision of the Authority made under section 17(2A)(a) and (h). (2) An appeal against the decision of the Authority shall be by way of motion. (3) The appellant shall, within twenty-one days after the day on which the Authority has given its decision, serve a notice of motion signed by the appellant or that person\u2019s attorney-at-law on the Authority of that person\u2019s intention to appeal and of the general ground of that person\u2019s appeal. (4) A licensee or registered person aggrieved by a decision of the Authority may, upon notice to the Authority, apply to the court for leave to extend the time within which the notice of appeal prescribed by this section may be served and the court upon the hearing of such application may extend the time prescribed by this section as it considers fit. (5) The Authority shall, upon receiving the notice of appeal, transmit to the Clerk of the court without delay a copy of the decision and all papers relating to the appeal, but the Authority is not compelled to disclose any information if it is considered that the public interest would suffer by such disclosure. (6) At the hearing of the appeal the appellant shall, before going into the case, state all the grounds of appeal on which that person intends to rely and shall not, unless by leave of the court go into any matters not raised by such statements. (7) The court may adjourn the hearing of an appeal and may, upon the hearing thereof confirm, reverse, vary or modify the decision of the Authority or remit the matter with the opinion of the court thereon to the Authority. (8) An appeal against a decision of the Authority under this section shall not have the effect of suspending the execution of such decision. Securities Investment Business Law (2020 Revision)\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_23\", \"num\": \"23.\", \"text\": \"Appeals against other decisions of the Authority 23. (1) A licensee aggrieved by any decision of the Authority other than a decision under section 17(2A)(a), section 17(2A)(h), or section 6(2)(c) may, within twenty-one days of the communication of the decision to that person, or such longer period as may be allowed allow, appeal therefrom to the Cabinet and the decision made on such appeal shall be final. (2) A decision shall, if notice thereof is sent to a person by post, be deemed to have been communicated to that person at the time at which it would have been received in the ordinary course of post. (3) An appeal against a decision of the Authority under this section shall not have the effect of suspending the execution of such decision. (4) The Cabinet shall have power to regulate its own procedure for the purposes of this section. Part IV - False or Misleading Market and Insider Dealing\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_24\", \"num\": \"24.\", \"text\": \"Creation of false or misleading market 24. A person who creates or does anything which is calculated to create a false or misleading appearance of active trading in any listed securities or a false or misleading appearance with respect to the market for, or the price of, any such securities commits an offence.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_25\", \"num\": \"25.\", \"text\": \"Insider dealing 25. Subject to the defences available under this Law, any individual who has information as an insider commits an offence of insider dealing if \u2014 (a) he deals in listed securities that are price-affected securities in relation to the information; (b) he encourages another person to deal in listed securities that are (whether or not that other knows it) price-affected securities in relation to the information; or (c) he discloses the information otherwise than in the proper performance of the functions of that person\u2019s employment, office or profession, to another person.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_26\", \"num\": \"26.\", \"text\": \"Defences 26. (1) An individual does not commit the offence of insider dealing by virtue of dealing in listed securities or encouraging another person to do so if that person shows \u2014 Securities Investment Business Law (2020 Revision) (a) that that person did not at the time expect the dealing to result in a profit attributable to the fact that the information in question was price-sensitive information in relation to the listed securities; (b) that at the time that person believed on reasonable grounds that the information had been disclosed widely enough to ensure that none of those taking part in the dealing in the listed securities would be prejudiced by not having the information; or (c) that that person would have done what that person did even if that person had not had the information. (2) An individual does not commit the offence of insider dealing by virtue of a disclosure of information if that person shows \u2014 (a) that that person did not at the time expect any person, because of the disclosure, to deal in listed securities; or (b) that, although that person had such an expectation at the time, that person did not expect the dealing to result in a profit attributable to the fact that the information was price-sensitive information in relation to listed securities. (3) References to a profit include avoidance of a loss. (4) The following special defences shall have effect for the purposes of this Part \u2014 (a) a person is not guilty of insider dealing by virtue of dealing in listed securities or encouraging another person to deal if that person shows that that person acted in good faith in the course of \u2014 (i) his business as a market maker; or (ii) his employment in the business of a market maker; (b) a person is not guilty of insider dealing by virtue of dealing in listed securities or encouraging another to deal if that person shows that \u2014 (i) the information which that person had as an insider was market information; and (ii) it was reasonable for a person in that person\u2019s position to have acted as that person did despite having that information as an insider at the time, and in determining whether it is reasonable for an individual to do any act despite having market information at the time, there shall in particular be taken into account \u2014 (A) the content of the information; (B) the circumstances in which that person first had the information and in what capacity; and (C) the capacity in which that person now acts; (c) a person is not guilty of insider dealing by virtue of dealing in listed securities or encouraging another person to deal if that person shows \u2014 Securities Investment Business Law (2020 Revision) (i) that that person acted \u2014 (A) in connection with an acquisition or disposal which was under consideration or the subject of negotiation, or in the course of a series of such acquisitions or disposals; and (B) with a view to facilitating the accomplishment of the acquisition or disposal or the series of acquisitions or disposals; and (ii) that the information which that person had as an insider was market information arising directly out of that person\u2019s involvement in the acquisition or disposal or series of acquisitions or disposals. (5) Market information is information consisting of one or more of the following facts \u2014 (a) that listed securities of a particular kind have been or are to be acquired or disposed of or that their acquisition or disposal is under consideration or the subject of negotiation; (b) that listed securities of a particular kind have not been or are not to be acquired or disposed of; (c) the number of listed securities acquired or disposed of or to be acquired or disposed of or whose acquisition or disposal is under consideration or the subject of negotiation; (d) the price (or range of prices) at which listed securities have been or are to be acquired or disposed of or the price (or range of prices) at which listed securities whose acquisition or disposal in under consideration or the subject of negotiation may be acquired or disposed of; and (e) the identity of the persons involved or likely to be involved in any capacity in the acquisition or disposal.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_27\", \"num\": \"27.\", \"text\": \"Territorial scope of offence of insider dealing 27. (1) An individual is not guilty of an offence falling within section 25(a) unless \u2014 (a) he was within the Islands at the time when that person is alleged to have done any act constituting or forming part of the alleged dealings; or (b) the dealing occurred on the Exchange. (2) An individual is not guilty of an offence falling within section 25(b) or (c) unless \u2014 (a) he was within the Islands at the time when that person is alleged to have disclosed the information or encouraged the dealing; or (b) the alleged recipient of the information or encouragement was within the Islands at the time when that person is alleged to have received the information or encouragement. Securities Investment Business Law (2020 Revision)\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_28\", \"num\": \"28.\", \"text\": \"Limits on section 25 28. (1) Section 25 does not apply to anything done by an individual acting on behalf of a public sector body in pursuit of monetary policies or policies with respect to the management of public debt or foreign exchange reserves. (2) No contract shall be void or unenforceable by reason only of section 25.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_29\", \"num\": \"29.\", \"text\": \"Dealing in listed securities 29. A person deals in listed securities if \u2014 (a) he acquires or disposes of listed securities (whether as principal or agent); or (b) he procures, directly or indirectly, an acquisition or disposal of listed securities by another person.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_30\", \"num\": \"30.\", \"text\": \"Procuring the acquisition or disposal of a listed security 30. (1) A person procures the acquisition or disposal of a listed security if a listed security is acquired or disposed of by a person who is, in relation to the acquisition or disposal \u2014 (a) his agent; (b) his nominee, or (c) a person who is acting at that person\u2019s direction. (2) Subsection (1) is not exhaustive as to the circumstances in which a person may be regarded as procuring an acquisition or disposal of listed securities by another. (3) \u201cAcquisition\u201d or \u201cdisposal\u201d in relation to a listed security includes agreeing to acquire or dispose of a listed security or entering into or terminating a contract which creates the listed security, as the case may be.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_31\", \"num\": \"31.\", \"text\": \"Inside information 31. \u201cInside information\u201d means information which \u2014 (a) relates to particular listed securities or to a particular issuer of listed securities or to particular issuers of listed securities and not to listed securities generally or to issuers of listed securities generally; (b) is specific or precise; (c) has not been made public; and (d) is price sensitive. Securities Investment Business Law (2020 Revision)\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_32\", \"num\": \"32.\", \"text\": \"\u201cPrice-affected securities\u201d and \u201cprice-sensitive information\u201d 32. Listed securities are \u201cprice-affected\u201d securities in relation to inside information, and inside information is \u201cprice-sensitive\u201d in relation to listed securities, if and only if the information would, if made public, be likely to have a significant effect on the price or value of the listed securities.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_33\", \"num\": \"33.\", \"text\": \"Information as an insider 33. An individual has information as an insider if and only if \u2014 (a) it is, and that person knows it is, inside information, and (b) that person has it, and knows that that person has it, from an inside source, that is to say \u2014 (i) by virtue of being a director, employee or shareholder of an issuer of listed securities; (ii) by virtue of having access to the information through that person\u2019s employment, office or profession; or (iii) by virtue of the direct or indirect source of that person\u2019s information being a person who has it in either of the ways set out in (i) or (ii).\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_34\", \"num\": \"34.\", \"text\": \"Definition of \u201cmade public\u201d 34. (1) \u201cMade public\u201d shall be construed in accordance with subsections (2) and (3), but those provisions are not exhaustive as to the meaning of that expression. (2) Information is made public if \u2014 (a) it is published in accordance with the rules of the Exchange for the purpose of informing investors and their professional advisors; (b) it is contained in records which by virtue of law are open to inspection by the public; (c) it can be readily acquired by those likely to deal in any listed securities, or with any issuer of listed securities, to which the information relates; or (d) it is derived from information which has been made public. (3) Information may be treated as made public even though \u2014 (a) it can be acquired only by persons exercising diligence or expertise; (b) it is communicated to a section of the public and not the public at large; (c) it can be acquired only by observation; (d) it is communicated only on payment of a fee; or (e) it is published only outside the Islands.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_35\", \"num\": \"35.\", \"text\": \"Penalties 35. (1) Any person who commits an offence under section 24 or 25 is liable \u2014 Securities Investment Business Law (2020 Revision) (a) on summary conviction, to a fine of four thousand dollars and to imprisonment for one year; or (b) on conviction on indictment, to a fine of ten thousand dollars and to imprisonment for seven years. (2) Proceedings with respect to offences under section 24 or 25 may only be instituted by the Director of Public Prosecutions. Part V - Broker Members\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_36\", \"num\": \"36.\", \"text\": \"Duty of Exchange and Authority in relation to broker members 36. (1) Where, in relation to a broker member of the Exchange, the Exchange becomes aware of a specified matter, the Exchange shall, as soon as practicable, submit a written report to the Authority thereon providing full details of the specified matter and send a copy of the report to the broker member. (2) In this section \u2014 \u201cspecified matter\u201d means \u2014 (a) a matter which in the opinion of the Exchange has adversely affected or is likely to adversely affect the ability of the broker to meet that person\u2019s obligations under the rules of the Exchange; (b) any sustained or material contravention by the broker of the rules of the Exchange or of this Law or any material breach of a condition of the broker member\u2019s licence; (c) revocation by the Exchange of the broker\u2019s membership; or (d) any other material matter that the Exchange considers relevant to the Authority\u2019s discharge of its functions under this Law. (3) The Authority shall similarly keep the Exchange informed of any material matters relating to the standing with the Authority of the Exchange\u2019s broker members who are licensees of the Authority. (4) A person who, not being a broker member of the Exchange, passes themselves off as such commits an offence and is liable on summary conviction to a fine of fifty thousand dollars. Securities Investment Business Law (2020 Revision) Part VI - General\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_37\", \"num\": \"37.\", \"text\": \"Offences by corporations 37. (1) Where an offence under, or under any regulation made under, this Law which has been committed by a body corporate is proved to have been committed with the consent or connivance of, or to be attributable to any neglect on the part of any senior officer of the body corporate, or any person who was purporting to act in any such capacity, that person as well as the body corporate commits that offence and is liable to be proceeded against and punished accordingly. (2) Where the affairs of a body corporate are managed by its members, subsection (1) shall apply in relation to the acts and defaults of a member in connection with that person\u2019s functions of management as if that person were a director of the body corporate.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_38\", \"num\": \"38.\", \"text\": \"Indemnity 38. Neither the Cabinet, nor a director or officer of the Authority nor any person authorised in writing by the Authority to assist it in undertaking any of its functions under this Law or appointed pursuant to section 17 shall be liable in damages for anything done or omitted to be done in the discharge or purported discharge of their functions under this Law, unless it is shown that the act or omission was in bad faith.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_39\", \"num\": \"39.\", \"text\": \"Offences 39. A person who contravenes any provision or requirement of this Law for which no offence is specifically created commits an offence and is liable on summary conviction to a fine of four thousand dollars.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_40\", \"num\": \"40.\", \"text\": \"Spent 40. The transitional provision introduced by the Securities Investment Business Law, 2001 [Law 44 of 2001] is now spent.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_41\", \"num\": \"41.\", \"text\": \"Amendment of the Schedules 41. The Cabinet may, after consultation with the Authority, by Order amend the Schedules.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_42\", \"num\": \"42.\", \"text\": \"Transitional 42. (1) Any person who is registered with the Authority pursuant to paragraphs 1, 4 and 5 of Schedule 4 on the day immediately before 18th June, 2019, the commencement date of the Securities Investment Business (Amendment) Law, 2019 [Law 8 of 2019], shall \u2014 (a) provide such information as the Authority may request by 15th August, 2019; and Securities Investment Business Law (2020 Revision) (b) take such steps to re-register with the Authority as a registered person by 15th January, 2020 if that person wishes to continue carrying on securities investment business. (2) A person described under subsection (1) who \u2014 (a) does not provide the required information to the Authority by 15th August, 2019; or (b) does not complete the re-registration process under this section by 15th January, 2020, shall cease conducting securities investment business in or from within the Islands and shall be deregistered by the Authority. Securities Investment Business Law (2020 Revision) SCHEDULE 1 SCHEDULE 1 (section 2) Securities Shares 1. Any of the following securities \u2014 (a) shares and stock of any kind in the share capital of a company; (b) interests in a limited partnership established under the Partnership Law (2013 Revision); (c) interests in an exempted limited partnership as defined in the Exempted Limited Partnership Law (2018 Revision); (d) interests in a limited partnership, or an exempted limited partnership, constituted under the laws of a jurisdiction other than the Islands; and (e) units of participation in a unit trust as defined in the Mutual Funds Law (2020 Revision). Instruments creating or acknowledging indebtedness 2. Debentures, debenture stock, loan stock, bonds, certificates of deposit and any other instruments creating or acknowledging indebtedness other than \u2014 (a) any instrument acknowledging or creating indebtedness for, or for money borrowed to defray, the consideration payable under a contract for the supply of goods or services; (b) a check or other bill of exchange, a bankers draft or a letter of credit; (c) a bank note, a statement showing a balance in a current, deposit or savings account, a lease or other disposition of property; (d) a contract of insurance; (e) any instrument creating or acknowledging indebtedness in respect of money raised by the Government of the Islands or any public authority created thereby; and (f) an instrument creating or acknowledging indebtedness and creating security for that indebtedness over land. Instruments giving entitlements to securities 3. Warrants and other instruments entitling the holder to subscribe for securities falling within paragraph 1 or 2. SCHEDULE 1 Securities Investment Business Law (2020 Revision) Certificates representing certain securities 4. Certificates or other instruments which confer contractual or proprietary rights \u2014 (a) in respect of any security falling in paragraph 1, 2 or 3 being a security held by a person other than the person on whom the rights are conferred by the certificate or instrument; and (b) the transfer of which may be effected without the consent of that person. Options 5. Options to acquire or dispose of \u2014 (a) a security falling in any other paragraph of this Schedule; (b) any currency; (c) any precious metal; or (d) an option to acquire or dispose of a security falling within this paragraph by virtue of subparagraph (a), (b) or (c) above. Futures 6. Rights under a contract for the disposal of a commodity or property of any other description under which delivery is to be made at a future date and at a price agreed upon when the contract is made other than a contract made for commercial and not investment purposes. 7. A contract is to be regarded as made for investment purposes if it is made or traded on a recognised securities exchange or made otherwise than on a recognised securities exchange but is expressed to be as traded on such an exchange or on the same terms as those on which an equivalent contract would be made on such an exchange. 8. A contract not falling within paragraph 7 is to be regarded as made for commercial purposes if under the terms of the contract delivery is to be made within seven days. 9. The following are indications that a contract not falling within paragraph 7 or 8 is made for commercial purposes and the absence of them is an indication that it is made for investment purposes \u2014 (a) one or more of the parties is a producer of the commodity or other property or uses it in that person\u2019s business; or (b) the seller delivers or intends to deliver the property or the purchaser takes or intends to take delivery of it. 10. It is an indication that a contract is made for commercial purposes that the prices, the lot, the delivery date or other terms are determined by the parties for the purposes of the particular contract and not by reference (or not solely by reference) to regularly published prices, to standard lots or delivery dates or to standard terms. Securities Investment Business Law (2020 Revision) SCHEDULE 1 11. The following are indications that a contract is made for investment purposes \u2014 (a) it is expressed to be as traded on a securities exchange; (b) performance of the contract is ensured by a securities exchange or a clearing house; or (c) there are arrangements for the payment or provision of margin. 12. For the purposes of paragraph 6, a price is to be taken to be agreed on when a contract is made \u2014 (a) notwithstanding that it is left to be determined by reference to the price at which a contract is to be entered into on a market or exchange or could be entered into at a time and place specified in the contact; or (b) in a case where the contract is expressed to be by reference to a standard lot and quality, notwithstanding that provision is made for a variation in the price to take account of any variation in quantity or quality on delivery. Contracts for differences 13. Rights under \u2014 (a) a contract for differences; or (b) any other contract the purpose or pretended purpose of which is to secure a profit or avoid a loss by reference to fluctuations in \u2014 (i) the value or price of property of any description; or (ii) an index or other factor designated for that purpose in that contract; other than \u2014 (A) rights under a contract if the parties intend that the profit is to be secured or the loss is to be avoided by one or more of the parties taking delivery of any property to which the contract relates; or (B) rights under a contract under which money is received by way of deposit on terms that any interest or other return to be paid on the sum deposited will be calculated by reference to fluctuations in an index or other factor. SCHEDULE 2 Securities Investment Business Law (2020 Revision) SCHEDULE 2 (section 4) Securities investment business - regulated activities The following activities are activities carried on in the course of securities investment business for the purposes of this Law \u2014 1. Dealing in securities (a) buying, selling, subscribing for or underwriting securities as an agent; or (b) buying, selling, subscribing for or underwriting securities as principal where the person entering into that transaction \u2014 (i) holds themselves out as willing, as principal, to buy, sell or subscribe for securities of the kind to which the transaction relates at prices determined by that persons generally and continuously rather than in respect of each particular transaction; (ii) holds hemselves out as engaging in the business of underwriting securities of the kind to which the transaction relates; or (iii) regularly solicits members of the public with the purpose of inducing them, as principals or agents, to buy, sell, subscribe for or underwrite securities and such transaction is entered into as a result of such person having solicited members of the public in that manner. 2. Arranging deals in securities Making arrangements with a view to \u2014 (a) another person (whether as a principal or an agent) buying, selling, subscribing for or underwriting securities; or (b) a person who participates in the arrangements buying, selling, subscribing for or underwriting securities. 3. Managing securities Managing securities belonging to another person in circumstances involving the exercise of discretion. 4. Advising on securities Advising a person on securities if the advice is \u2014 (a) given to the person in that person\u2019s capacity as an investor or potential investor or in that person\u2019scapacity as agent for an investor or a potential investor; and (b) advice on the merits of that person\u2019s doing any of the following (whether as principal or agent) \u2014 Securities Investment Business Law (2020 Revision) SCHEDULE 2 (i) buying, selling, subscribing for or underwriting a particular security; or (ii) exercising any right conferred by a security to buy, sell, subscribe for, or underwrite a security. 5. Managing EU Connected Funds Performing investment management functions, comprising at least of risk or portfolio management, for one or more EU Connected Funds as notified to the relevant competent authority of the relevant Member State in accordance with the relevant laws and regulations implementing the AIFMD in the Member State. 6. Marketing EU Connected Funds Marketing the shares, trust units or partnership interests of an EU Connected Fund to investors or potential investors in a Member State, as notified to the relevant competent authority of the relevant Member State in accordance with the relevant laws and regulations implementing the AIFMD in the Member State. 7. Acting as Depositary of an EU Connected Fund Performing the function of a depositary for an EU Connected Fund in accordance with the relevant Laws and regulations implementing AIFMD in any Member State. SCHEDULE 2A Securities Investment Business Law (2020 Revision) SCHEDULE 2A (sections 4, 5 and 6) Non-registrable persons 1. Persons described in paragraph 2 are persons for whom there is no requirement for registration under this Law and shall be referred to as \u201cnon-registrable persons\u201d. 2. The persons referred to in paragraph 1 are as follows \u2014 (a) A person participating in a joint enterprise (and where that person is a company any other company which is part of the same group of companies as that person) with the person carrying on the securities investment business where the activities constituting such securities investment business are to be carried on for the purposes of or in connection with that joint enterprise. (b) The following persons \u2014 (i) the Exchange; (ii) the Authority; or (iii) the Government of the Islands or any public authority created by the Government. (c) A person carrying on securities investment business only in the course of acting in any of the following capacities \u2014 (i) director; (ii) partner; (iii) manager of a limited liability company; (iv) liquidator (including a provisional liquidator); (v) trustee in bankruptcy; (vi) receiver of an estate or company; (vii) executor or administrator of an estate; or (viii) a trustee acting together with co-trustees in their capacity as such, or acting for a beneficiary under the trust, provided that in each case that person is not separately remunerated for any of the activities which constitute the carrying on of such securities investment business otherwise than as part of any remuneration such person receives for acting in that capacity and either \u2014 (A) does not hold themselves out as carrying on securities investment business other than as a necessary or incidental part of performing functions in that capacity, or Securities Investment Business Law (2020 Revision) SCHEDULE 2A (B) is acting on behalf of a company, partnership or trust that is otherwise licensed or exempted from licensing under this Law. (d) The conduct of securities investment business by a single family office. SCHEDULE 3 Securities Investment Business Law (2020 Revision) SCHEDULE 3 (section 4) Excluded activities The activities specified in this Schedule are not considered securities investment business in the following circumstances \u2014 1. Dealing in securities (1) Securities evidencing indebtedness: Where a person as principal or agent buys, sells, subscribes for or underwrites securities and such securities create or acknowledge indebtedness in respect of any loan, credit, guarantee or other similar financial accommodation or assurance which such person or that person\u2019s principal has made, granted or provided. (2) Issuing, redeeming or repurchasing securities: Where a company, partnership or trust issues, redeems or repurchases any of its securities falling within paragraphs 1 to 3 of Schedule 1. (2A) Disposing of treasury shares: Where a company disposes of any of its treasury shares. (3) Risk management: Where a person buys, sells, subscribes for or underwrites securities and \u2014 (a) the transaction relates to securities falling within paragraph 5, 6 or 13 of Schedule 1; (b) none of the parties to the transaction are individuals; (c) the sole or main purpose for which the person concerned enters into the transaction (either by itself or in combination with other such transactions) is to limit the extent to which a relevant business will be affected by any identifiable risk arising otherwise than as a result of the carrying on of any activities specified in Schedule 2 and which is not excluded by virtue of this Schedule; and (d) the relevant business is a business other than securities investment business carried on by \u2014 (i) the person entering into the transaction; (ii) a company within the same group of companies as such person; or (iii) another person who is or is proposing to become a participator in a joint enterprise with such person. (4) Disposal of goods or supply of services: Securities Investment Business Law (2020 Revision) SCHEDULE 3 Where a person buys, sells, subscribes for or underwrites securities for the purposes of or in connection with the disposal of goods or supply of services or a related disposal or supply by a supplier to a customer and the supplier is acting \u2014 (a) as a principal; or (b) as an agent, and the supplier does not hold hemselves out generally as engaging in the buying, selling, subscribing for or underwriting of securities and does not regularly solicit members of the public to buy, sell, subscribe for or underwrite securities. (5) Incidental activity: Where a person buys, sells, subscribes for or underwrites securities in the course of carrying on any profession or business not otherwise constituting securities investment business and where such transaction is a necessary or incidental part of other services provided in the course of carrying on that profession or business and is not separately remunerated otherwise than as part of any remuneration received in respect of such other services. (6) Employee schemes: Where an employer buys, sells, subscribes for or underwrites securities in connection with the operation of a share or pension scheme (and the employer is not or not yet subject to the provisions of the National Pensions Law (2012 Revision) for the benefit of employees or former employees, or of their spouses, widows, widowers or children or step-children under the age of eighteen. (7) Application of proprietary assets: Where a company, partnership or trust, acting as principal and dealing only on its own behalf buys, sells or subscribes for securities by applying its proprietary assets, otherwise than as described in paragraph 1(b) of Schedule 2. 2. Arranging deals in securities (1) Arranging own deals: Where a person makes arrangements relating to a transaction to which that person will hemselves be a party as principal or which will be entered into by that person as agent for one of the parties to the transaction. (2) Incidental activities: Where a person makes arrangements and such arrangements are made in the course of carrying on any profession or business not otherwise constituting securities investment business and where the making of the arrangements is a necessary or incidental part of other services provided in the course of carrying SCHEDULE 3 Securities Investment Business Law (2020 Revision) on that profession or business and is not separately remunerated otherwise than as part of any remuneration received in respect of such other services. (3) Enabling parties to communicate: Where a person makes arrangements to provide means by which one party to a transaction (or potential transaction) is able to communicate with other parties to the transaction or potential transaction. (4) Arrangements in connection with securities evidencing indebtedness: Where a person makes arrangements in respect of a transaction referred to in paragraph 1 (1). (5) Provision of finance: Where a person makes arrangements for the sole purpose of providing finance to enable a person, as principal or agent, to buy, sell, subscribe for or underwrite securities. (6) Introducing: Where a person makes arrangements to introduce a person to another person and \u2014 (i) the person to whom introductions are to be made is a person referred to in Schedule 4; and (ii) the introduction is made with a view to the provision of independent advice or the independent exercise of discretion in relation to securities generally or in relation to any class of securities to which the arrangements relate. (7) Arrangements for the issue of securities: Where a person makes arrangements in respect of a transaction referred to in paragraphs 1(1) and 1(7). (8) Disposal of goods or supply of services: Where a supplier makes arrangements made for, or with a view to, a transaction which is to be entered into by a customer for the purposes of or in connection with the disposal of goods or supply of services or a related disposal or supply. (9) Employee schemes: Where a person makes arrangements in connection with the operation by an employer of a share or pension scheme for the benefit of employees or former employees, or of their spouse, widows, widowers or children or step-children under the age of eighteen (where the arrangements are not regulated by the National Pensions Law (2012 Revision). Securities Investment Business Law (2020 Revision) SCHEDULE 3 3. Managing securities Where a person manages securities that are or are to be managed for the purposes of or in connection with the disposal of goods or supply of services or a related disposal or supply by a supplier to a customer. 4. Advising on securities (1) Disposal of goods or supply of services: Where a supplier gives advice to that person\u2019s customer for the purposes of or in connection with the disposal of goods or supply of services or a related disposal or supply. (2) Publications: Where a person gives advice in any communications media and \u2014 (a) the principal purpose is not to induce persons to buy, sell, subscribe for or underwrite particular securities; or (b) the person responsible does not derive any direct benefit from any such purchase, disposal, subscription or underwriting; (3) Incidental activities: Where a person gives legal, accounting or other advice and the advice is given in the course of carrying on any profession or business not otherwise constituting securities investment business and the giving of the advice is a necessary or incidental part of other services provided in the course of carrying on that profession or business and is not separately remunerated otherwise than as part of any remuneration received in respect of such other services. SCHEDULE 4 Securities Investment Business Law (2020 Revision) SCHEDULE 4 (sections 2, 5, 6 and 21) Persons required to be registered under section 5(4) 1. A company within a group of companies carrying on securities investment business exclusively for one or more companies within the same group. 2. A person carrying on securities investment business exclusively for one or more of the following classes of persons \u2014 (a) a sophisticated person; (b) a high net worth person; or (c) a company, partnership or trust (whether or not regulated as a mutual fund) of which the shareholders, unit holders or limited partners are one or more persons falling within (a) or (b), and who has a registered office or a place of business in the Islands for which services are provided by a person licensed to provide such services. 3. A person to whom section 4(1) applies but who is regulated in respect of securities investment business by a recognised overseas regulatory authority in the country or territory (other than the Islands) in which the securities investment business is being conducted. Securities Investment Business Law (2020 Revision) SCHEDULE 4A SCHEDULE 4A (section 2) Connected Persons within a Single Family 1. The following persons are connected persons in relation to an individual within a single family \u2014 (a) spouse; (b) the descendants of the individual and their spouses; (c) parents, including step-parents; (d) grandparents; (e) parents-in-law, including step-parents-in-law; (f) brother, step-brother, sister, step-sister and their spouses; (g) spouse\u2019s grandparents; (h) spouse\u2019s brother, step-brother, sister, step-sister and their spouses and children; (i) parent\u2019s brother, step-brother, sister, step-sister and their spouses; (j) children of the brother, step-brother, sister or step-sister of the individual\u2019s parents, both present and future, including stepchildren, and their spouses; and (k) children of the individual\u2019s brother, step-brother, sister or stepsister, both present and future, including step-children, and their spouses. 2. For any of the relationships listed in paragraph 1 that may be established by blood, that same relationship may also be established by adoption. 3. In paragraph 1(b), the term \u201cdescendants of the individual\u201d means the individual\u2019s children, the children of that individual\u2019s children, the children of those children, and so on. 4. For the purpose of paragraph 3, the term \u201cchildren\u201d includes step-children. Publication in consolidated and revised form authorised by the Cabinet this 7th day of January, 2020. Kim Bullings Clerk of Cabinet Securities Investment Business Law (2020 Revision) ENDNOTES ENDNOTES Table of Legislation History: SL # Law # Legislation Commencement Gazette 8\/2019 Securities Investment Business (Amendment) Law, 2019 18-Jun-2019 LG21\/2019\/s2 Securities Investment Business Law (2019 Revision) 21-Feb-2019 LG4\/2019\/s4 44\/2018 Securities Investment Business (Amendment) Law, 2015 (Commencement) Order, 2018 31-Dec-2018 G99\/2018\/s2 13\/2015 Securities Investment Business (Amendment) Law, 2015 1-Jan-2019 GE73\/2015\/s3 Securities Investment Business Law (2015 Revision) 17-Jul-2015 GE53\/2015\/s25 24\/2012 Securities Investment Business (Amendment) Law, 2012 11-Dec-2012 GE123\/2012\/s1 19\/2012 Director of Public Prosecutions (Miscellaneous Amendments) Law, 2012 (part) 17-Sep-2012 GE90\/2012\/s17 Securities Investment Business Law (2011 Revision) 21-Nov-2011 G24\/2011\/s10 15\/2011 Securities Investment Business (Amendment) Law, 2011 27-Apr-2011 GE32\/2011\/s2 Securities Investment Business Law (2010 Revision) 22-Nov-2010 G24\/2010\/s9 26\/2009 Securities Investment Business (Amendment) Law, 2009 26-Nov-2009 GE83\/2009\/s1 Securities Investment Business Law (2004 Revision) 23-Aug-2004 G17\/2004\/s10 37\/2003 Securities Investment Business Law, 2001 (Further Commencement) Order, 2003 28-Jul-2003 G15\/2003\/s17 32\/2002 Securities Investment Business Law, 2001 (Commencement) Order, 2002 14-Aug-2002 GE29\/2002\/s1 Securities Investment Business Law (2003 Revision) 14-Jul-2003 G14\/2003\/s8 21\/2002 Securities Investment Business (Amendment) Order, 2002 15-Aug-2002 GE30\/2002\/s1 44\/2001 Securities Investment Business Law, 2001 29-Jul-2003 GE13\/2002\/s2 ENDNOTES Securities Investment Business Law (2020 Revision) Securities Investment Business Law (2020 Revision) ENDNOTES ENDNOTES Securities Investment Business Law (2020 Revision) (Price: $11.20)\", \"element\": \"section\", \"heading\": null}], \"meta\": {\"notes\": null, \"workflow\": null, \"lifecycle\": {\"source\": \"#cilegis\", \"eventRef\": [{\"eId\": \"e_commence_2020_01_16\", \"date\": \"2020-01-16\", \"type\": \"generation\", \"source\": \"#cilegis\"}]}, \"references\": {\"source\": \"#canary\", \"TLCRole\": [], \"TLCEvent\": [{\"eId\": \"ev_commencement\", \"href\": \"\/akn\/ontology\/canary\/event\/commencement\", \"showAs\": \"commencement\"}], \"TLCPerson\": [], \"TLCConcept\": [{\"eId\": \"inForce\", \"href\": \"\/akn\/ontology\/canary\/concept\/temporal\/in-force\", \"showAs\": \"in force\"}], \"TLCProcess\": [], \"TLCLocation\": [], \"TLCOrganization\": [{\"eId\": \"cilegis\", \"href\": \"\/akn\/ontology\/canary\/organization\/editor\/cilegis\", \"showAs\": \"Cayman Islands legislation mirror (kyleg)\"}]}, \"temporalData\": {\"source\": \"#cilegis\", \"temporalGroup\": [{\"eId\": \"tg_inforce_2020_01_16\", \"timeInterval\": [{\"end\": null, \"start\": \"#e_commence_2020_01_16\", \"duration\": null, \"refersTo\": \"#inForce\"}]}]}, \"classification\": null, \"identification\": {\"source\": \"#cilegis\", \"FRBRWork\": {\"FRBRuri\": \"\/akn\/ky\/act\/2001\/44\", \"FRBRdate\": [{\"date\": \"2020-01-16\", \"name\": \"generation\"}], \"FRBRthis\": \"\/akn\/ky\/act\/2001\/44\/!main\", \"FRBRalias\": [{\"name\": \"cmsId\", \"value\": \"2001-0044\"}], \"FRBRauthor\": [{\"as\": \"#editor\", \"href\": \"\/akn\/ontology\/canary\/organization\/editor\/cilegis\"}], \"FRBRnumber\": \"44 of 2001\", \"FRBRcountry\": \"ky\", \"FRBRsubtype\": \"principal\"}, \"FRBRExpression\": {\"FRBRuri\": \"\/akn\/ky\/act\/2001\/44\/eng@2020-01-16\", \"FRBRdate\": [{\"date\": \"2020-01-16\", \"name\": \"generation\"}], \"FRBRthis\": \"\/akn\/ky\/act\/2001\/44\/eng@2020-01-16\/!main\", \"FRBRauthor\": [{\"as\": \"#editor\", \"href\": \"\/akn\/ontology\/canary\/organization\/editor\/cilegis\"}], \"FRBRlanguage\": \"eng\"}, \"FRBRManifestation\": {\"FRBRuri\": \"\/akn\/ky\/act\/2001\/44\/eng@2020-01-16.xml\", \"FRBRdate\": [{\"date\": \"2026-06-22\", \"name\": \"generation\"}], \"FRBRthis\": \"\/akn\/ky\/act\/2001\/44\/eng@2020-01-16.xml\", \"FRBRauthor\": [{\"as\": \"#editor\", \"href\": \"\/akn\/ontology\/canary\/organization\/editor\/cilegis\"}], \"FRBRformat\": \"application\/xml\"}}}, \"name\": \"act\", \"header\": {\"title\": \"Securities Investment Business Act\", \"actNumber\": \"44 of 2001\", \"longTitle\": null}}, \"doc\": null, \"bill\": null, \"judgment\": null}}","akn_full_text":"CAYMAN ISLANDS\n\nSECURITIES INVESTMENT BUSINESS\nLAW\n(2020 Revision)\n\nSupplement No. 8 published with Legislation Gazette No. 6 of 16th January, 2020.\n\nPage 2\nRevised as at 31st December, 2019\nc\n\nPUBLISHING DETAILS\nLaw 44 of 2001 consolidated with the Securities Investment Business Law, 2001\n(Commencement) Order, 2002 made the 6th August, 2002, the Securities Investment\nBusiness (Amendment) Order, 2002 made the 6th August, 2002 and the Securities\nInvestment Business Law, 2001 (Further Commencement) Order, 2003 made the 22nd\nJuly, 2003, Laws 26 of 2009, 15 of 2011, 19 of 2012 (part), 24 of 2012, 13 of 2015 and 8\nof 2019.\n\nRevised under the authority of the Law Revision Law (1999 Revision).\n\nOriginally enacted \u2014\nLaw 44 of 2001 -10th January, 2002\nLaw 26 of 2009 - 19th October, 2009\nLaw 15 of 2011-11th April, 2011\nLaw 19 of 2012-31st August, 2012 (part)\nLaw 24 of 2012-16th November, 2012\nLaw 13 of 2015-12th August, 2015\nLaw 8 of 2019-5th June, 2019.\n\nConsolidated and revised this 31st December, 2019.\n\nNote (not forming part of the Law): This revision replaces the 2019 Revision which\nshould now be discarded.\n\nSecurities Investment Business Law (2020 Revision)\nArrangement of Sections\n\nc\nRevised as at 31st December, 2019\nPage 3\n\nCAYMAN ISLANDS\n\nSECURITIES INVESTMENT BUSINESS LAW\n(2020 Revision)\nArrangement of Sections\nSection\nPage\nPart I - Introductory\n1.\nShort title ...................................................................................................................................7\n2.\nDefinitions ..................................................................................................................................7\n3.\nGroup of companies ................................................................................................................ 11\nPart II - Securities Investment Business\n4.\nMeaning of securities investment business .............................................................................. 12\n4A.\nExercise of discretionary powers ............................................................................................. 12\n4B.\nDirection to cease and desist ................................................................................................... 12\n4C.\nProhibition to act as depositary ................................................................................................ 13\nPart III - Licensing and Regulation of Licensee\n5.\nRequirement for a licence, registration, deregistration and fees payable .................................. 13\n6.\nApplication for a licence ........................................................................................................... 16\n7.\nFees and returns ..................................................................................................................... 18\n8.\nShares not to be issued or transferred without the prior approval of the Authority .................... 18\n9.\nUse of words connoting securities investment business ........................................................... 19\n10.\nSegregation of property ........................................................................................................... 20\n11.\nRegulations ............................................................................................................................. 20\n12.\nGuidance notes ....................................................................................................................... 21\n13.\nAccounts .................................................................................................................................. 21\n14.\nCertain prohibitions on licensee ............................................................................................... 22\n\nArrangement of Sections\nSecurities Investment Business Law (2019 Revision)\n\nPage 4\nRevised as at 31st December, 2019\nc\n\n15.\nNumber and approval of directors ............................................................................................ 22\n16.\nPowers and duties of the Authority........................................................................................... 23\n17.\nEnforcement powers of the Authority ....................................................................................... 24\n18.\nInjunctions and restitution and disgorgement orders ................................................................ 26\n19.\nDuty of auditor ......................................................................................................................... 28\n20.\nEntry and search of premises .................................................................................................. 29\n21.\nWinding up .............................................................................................................................. 30\n22.\nAppeals against decisions made under section 17(2A)(a) and (h) ............................................ 30\n23.\nAppeals against other decisions of the Authority ...................................................................... 31\nPart IV - False or Misleading Market and Insider Dealing\n24.\nCreation of false or misleading market ..................................................................................... 31\n25.\nInsider dealing ......................................................................................................................... 31\n26.\nDefences ................................................................................................................................. 31\n27.\nTerritorial scope of offence of insider dealing ........................................................................... 33\n28.\nLimits on section 25 ................................................................................................................. 34\n29.\nDealing in listed securities ....................................................................................................... 34\n30.\nProcuring the acquisition or disposal of a listed security........................................................... 34\n31.\nInside information .................................................................................................................... 34\n32.\n\u201cPrice-affected securities\u201d and \u201cprice-sensitive information\u201d ..................................................... 35\n33.\nInformation as an insider.......................................................................................................... 35\n34.\nDefinition of \u201cmade public\u201d ....................................................................................................... 35\n35.\nPenalties.................................................................................................................................. 35\nPart V - Broker Members\n36.\nDuty of Exchange and Authority in relation to broker members ................................................ 36\nPart VI - General\n37.\nOffences by corporations ......................................................................................................... 37\n38.\nIndemnity ................................................................................................................................. 37\n39.\nOffences .................................................................................................................................. 37\n40.\nSpent ....................................................................................................................................... 37\n41.\nAmendment of the Schedules .................................................................................................. 37\n42.\nTransitional .............................................................................................................................. 37\nSCHEDULE 1\n39\nSecurities\n39\nShares .............................................................................................................................................. 39\nInstruments creating or acknowledging indebtedness ................................................................ 39\nInstruments giving entitlements to securities ............................................................................... 39\nCertificates representing certain securities .................................................................................. 40\nOptions ............................................................................................................................................ 40\nFutures ............................................................................................................................................. 40\nContracts for differences ................................................................................................................ 41\n\nSecurities Investment Business Law (2020 Revision)\nArrangement of Sections\n\nc\nRevised as at 31st December, 2019\nPage 5\n\nSCHEDULE 2\n42\nSecurities investment business - regulated activities\n42\nSCHEDULE 2A\n44\nNon-registrable persons\n44\nSCHEDULE 3\n46\nExcluded activities\n46\nSCHEDULE 4\n50\nPersons required to be registered under section 5(4)\n50\nSCHEDULE 4A\n51\nConnected Persons within a Single Family\n51\nENDNOTES\n53\nTable of Legislation History: .............................................................................................................. 53\n\nSecurities Investment Business Law (2020 Revision)\nSection 1\n\nc\nRevised as at 31st December, 2019\nPage 7\n\nCAYMAN ISLANDS\n\nSECURITIES INVESTMENT BUSINESS LAW\n(2020 Revision)\n\nPart I - Introductory\n1.\nShort title\n1.\nThis Law may be cited as the Securities Investment Business Law (2020 Revision).\n2.\nDefinitions\n2.\nIn this Law \u2014\n\u201cAIF\u201d means a scheme or arrangement in respect of which activities are carried\non in the course of securities investment business as defined in schedule 2 and\nis marketed in a EU Member State;\n\u201cAIFM\u201d means a person who in the course of business is managing one or\nmore AIFs;\n\u201cAIFMD\u201d means the Directive 2011\/61\/EU of the European Parliament and of\nthe Council of 8 June 2011 on Alternative Investment Fund Managers and\namending Directives 2003\/41\/EC and 2009\/65\/EC and Regulations (EC) No\n1060\/2009 and (EU) No 1095\/2010;\n\u201cAuthority\u201d means the Cayman Islands Monetary Authority established under\nsection 5(1) of the Monetary Authority Law (2020 Revision);\n\u201cbroker member\u201d means a broker member of the Exchange;\n\u201cclient\u201d means a person with or for whom securities investment business is\ntransacted;\n\nSection 2\nSecurities Investment Business Law (2020 Revision)\n\nPage 8\nRevised as at 31st December, 2019\nc\n\n\u201ccompany\u201d means a body corporate constituted under the Laws of the Islands\nor any other jurisdiction;\n\u201ccourt\u201d means the Grand Court;\n\u201ccustomer\u201d means a person, other than an individual, to whom a supplier sells\ngoods or supplies services, or agrees to do so, and where the customer is a\nmember of a group of companies, any other company which is a member of that\ngroup of companies;\n\u201cdepositary\u201d means a depositary appointed in accordance with paragraph 11 of\nthe Schedule to the Securities Investment Business (EU Connected Fund\n(Alternative Investment Fund Managers Directive)) Regulations, 2016 and\ncarrying out the duties set out in paragraph 13 of that Schedule;\n\u201cdocument\u201d includes an electronic record as defined in the Electronic\nTransactions Law (2003 Revision);\n\u201cEEA\u201d means the European Economic Area established by the Agreement on\nthe European Economic Area which entered into force on 1st January, 1994 and\nthe relevant amending annexes and protocols;\n\u201cequity interest\u201d means a share, trust unit or partnership interest that \u2014\n(a) carries an entitlement to participate in the profits or gains of the company,\nunit trust or partnership; and\n(b) is redeemable or repurchasable at the option of the investor and, in respect\nof a company incorporated in accordance with the Companies Law (2020\nRevision) (including an existing company as defined in that law), in\naccordance with but subject to section 37 of the Companies Law (2020\nRevision) before the commencement of winding-up or the dissolution of\nthe company, unit trust or partnership, but does not include debt, or\nalternative financial instruments as prescribed under the Banks and Trust\nCompanies Law (2020 Revision);\n\u201cEU\u201d means the European Union established by the Treaty on European Union\nsigned in Maastricht on 7th February 1992;\n\u201cEU Connected Fund\u201d means a company, unit trust or partnership which\nissues \u2014\n(a)\nequity interests ; or\n(b) shares, trust units or partnership interests that carry an entitlement to\nparticipate in the profits or gains of the company, unit trust or partnership\nthat are not redeemable or purchasable at the option of the investor,\nthe purpose or effect of which is the pooling of investor funds with the aim of\nspreading investment risks and enabling investors in the company, unit trust or\npartnership to receive profits or gains from the acquisition, holding,\nmanagement or disposal of investments and is \u2014\n\nSecurities Investment Business Law (2020 Revision)\nSection 2\n\nc\nRevised as at 31st December, 2019\nPage 9\n\n(i)\nmanaged by a person whose registered office is in a Member State\nand whose regular business is managing one or more AIFs notified\nto the Authority as being identified to the relevant competent\nauthority of a Member State in accordance with the relevant Law\nimplementing the AIFMD in the Member State; or\n(ii) marketed to investors or potential investors in a Member State, as\nnotified to the Authority as being identified to the relevant competent\nauthority of a Member State in accordance with the relevant Law\nimplementing the AIFMD in the Member State;\n\u201cEU Connected  Manager\u201d means a person  who carries on or purports to carry\non securities investment business in relation to any of the activities set out in\nparagraphs 5, 6 or 7 of Schedule 2 and is a person to whom section 4(1)(a) or\n(b) refers;\n\u201cExchange\u201d means the Cayman Islands Stock Exchange, established under\nsection 4 of the Stock Exchange Company Law (2014 Revision);\n\u201cgroup of companies\u201d has the meaning assigned by section 3;\n\u201chigh net worth person\u201d means \u2014\n(i)\nan individual whose net worth is at least $800,000 or its equivalent\nin any other currency; or\n(ii) any person that has total assets of not less than $4,000,000 or its\nequivalent in any other currency;\n\u201cinstrument\u201d includes any record whether or not in the form of a document;\n\u201cjoint enterprise\u201d means an enterprise into which two or more persons enter\nfor commercial reasons related to a business or businesses (other than securities\ninvestment business) carried on by them;\n\u201clicence\u201d means a licence granted under this Law;\n\u201clisted security\u201d means any security which is listed on the Exchange;\n\u201cmarket maker\u201d means a person who engages in activities specified in\nparagraph 1(b) of Schedule 2 in compliance with the rules of any market in\nsecurities operating under the oversight of or rules made by a recognised\nsecurities exchange or a recognised overseas regulatory authority;\n\u201cmembers of the public\u201d means any person other than a person \u2014\n(a)\nreferred to in paragraphs 1 to 5 of Schedule 4;\n(b) regulated by the Authority; or\n(c)\nregulated by a recognised overseas regulatory authority;\n\u201cMember State\u201d means a state which is \u2014\n(a)\na member of the EU; or\n(b) a part of the EEA in which the AIFMD has been implemented;\n\nSection 2\nSecurities Investment Business Law (2020 Revision)\n\nPage 10\nRevised as at 31st December, 2019\nc\n\n\u201cnet worth\u201d means the excess of assets over liabilities;\n\u201cpartnership\u201d means a general or limited partnership established under the\nPartnership Law (2013 Revision), an exempted limited partnership registered\nunder the Exempted Limited Partnership Law (2018 Revision), or a partnership\nestablished under the laws of a jurisdiction other than the Islands;\n\u201cprescribed\u201d means prescribed by any regulation made under this Law;\n\u201cproprietary assets\u201d means the total assets of any company, partnership or\ntrust;\n\u201crecognised overseas regulatory authority\u201d means a regulatory authority\nwhich, in a country or territory outside the Islands, exercises one or more\nfunctions corresponding to the Authority\u2019s under this Law and which the\nAuthority has declared by notice published in the Gazette to be recognised for\nthe purposes of this Law:\n\u201crecognised securities exchange\u201d means the Exchange or any other securities\nexchange which the Authority has declared by notice published in the Gazette\nto be so recognised for the purposes of this Law;\n\u201crecognised securities organisation\u201d means an organisation which regulates\nits members in relation to the carrying on of activities constituting securities\ninvestment business which the Authority has declared by notice published in the\nGazette to be so recognised for the purposes of this Law;\n\u201cregistered person\u201d means a person specified in Schedule 4 and who has\nregistered with the Authority in accordance with section 5(4);\n\u201csecurities\u201d means assets, rights or interests specified in Schedule 1;\n\u201csecurities investment business\u201d has the meaning assigned to it in section 4;\n\u201csenior officer\u201d means a director, managing director, president, chief executive\nofficer, partner, managing partner, general partner, ultimate partner, manager or\nsomeone who has a similar control function;\n\u201cshare\u201d in the case of a company limited by guarantee, includes an interest of a\nmember of the company;\n\u201csingle family\u201d, in relation to a single family office, means \u2014\n(a) an individual; or\n(b) a group of individuals who are connected in at least one of the ways set out\nin in Schedule 4A;\n\u201csingle family office\u201d means a legal entity or legal arrangement formed in the\nIslands by a single family to conduct securities investment business for or on\nbehalf of that single family where \u2014\n(a) the securities are not beneficially owned by a third party; and\n\nSecurities Investment Business Law (2020 Revision)\nSection 3\n\nc\nRevised as at 31st December, 2019\nPage 11\n\n(b) the legal entity or legal arrangement does not hold itself out to the public\nas conducting securities investment business for any person except\nmembers of the single family;\n\u201csophisticated person\u201d means a person \u2014\n(a)\nregulated by the Authority;\n(b) regulated by a recognised overseas regulatory authority;\n(c)\nany of whose securities are listed on a recognised securities exchange; or\n(d) who \u2014\n(i)\nby virtue of knowledge and experience in financial and business\nmatters is reasonably to be regarded as capable of evaluating the\nmerits of a proposed transaction; and\n(ii) participates in a transaction with a value or in monetary amounts of\nat least $80,000 or its equivalent in any other currency, in the case of\neach single transaction; and\n\u201csupplier\u201d means a person whose main business is to dispose of goods or supply\nservices and not to carry on any of the activities specified in Schedule 2;\n\u201ctrust unit\u201d means a unit of participation in a unit trust;\n\u201cunit trust\u201d means a trust established by a trustee which, for valuable\nconsideration, issues trust units in profits or gains arising from the acquisition\nholding, management or disposal of investments by the trustee of the trust, the\nproper law of which is the law of the Islands or the law of any other jurisdiction.\n3.\nGroup of companies\n3.\n(1) For the purposes of this Law, a group of companies comprises every company\nwhich, directly or indirectly, is a subsidiary of the same holding company, and\nsuch a group includes the holding company.\n(2) A company shall be treated as a subsidiary (\u201cthe subsidiary\u201d) of another\ncompany (\u201cthe holding company\u201d) where \u2014\n(a)\nthe holding company is a member of the subsidiary and controls the\ncomposition of the subsidiary\u2019s board of directors;\n(b) the holding company, directly or indirectly, controls more than half of the\nvotes which may be cast at general meetings of the subsidiary; or\n(c)\nthe subsidiary is a subsidiary of any other company which is itself a\nsubsidiary of the holding company.\n(3) In subsection (2)(a), the composition of a company\u2019s board of directors shall be\ntreated as controlled by another company if that other company, by the exercise\nof some power, without the consent or concurrence of any other person, can\nappoint or remove all or a majority of the directors.\n\nSection 4\nSecurities Investment Business Law (2020 Revision)\n\nPage 12\nRevised as at 31st December, 2019\nc\n\nPart II - Securities Investment Business\n4.\nMeaning of securities investment business\n4.\n(1) For the purposes of this Law and subject to section 5(2), a person carries on\nsecurities investment business if that person is engaged in the course of business,\nin any one or more of the activities set out in Schedule 2 and that person \u2014\n(a)\nis \u2014\n(i)\na company incorporated under the Companies Law (2020 Revision);\n(ii) a general partnership established under the Partnership Law (2013\nRevision);\n(iii) a limited partnership registered under the Partnership Law (2013\nRevision);\n(iv) an exempted limited partnership registered under the Exempted\nLimited Partnership Law (2018 Revision);\n(v) a foreign company registered under Part IX of the Companies Law\n(2020 Revision);\n(vi) a limited liability company formed and registered under the Limited\nLiability Companies Law (2020 Revision); or\n(vii) a limited liability partnership formed and registered under the\nLimited Liability Partnership Law, 2017 [Law 13 of 2017];\n(b) has established a place of business in the Islands through which such\nactivities are carried on.\n(2) The respective activities carried out by the non-registrable persons described in\nSchedule 2A and the activities set out in Schedule 3 do not constitute the\ncarrying on of securities investment business for the purpose of this Law.\n(3) The persons described in Schedule 2A are persons who are not required to\nregister under this Law.\n4A.\nExercise of discretionary powers\n4A. The Authority may \u2014\n(a)\nimpose conditions on an applicant for registration or licensing at the time\nof application or at any time thereafter, as the Authority may consider\nappropriate having regard to the nature, risk and scale of the business;\n(b) refuse registration of an applicant for registration; and\n(c)\nemploy the enforcement powers of the Authority against a registered\nperson.\n4B.\nDirection to cease and desist\n4B. (1) Where the Authority is of the opinion that a licensee or a registered person is \u2014\n\nSecurities Investment Business Law (2020 Revision)\nSection 4C\n\nc\nRevised as at 31st December, 2019\nPage 13\n\n(a)\ncommitting, or about to commit, an act that is an unsafe or unsound\npractice in conducting the business of the licensee or a registered person;\nor\n(b) pursuing or about to pursue, a course of conduct that is an unsafe or\nunsound practice in conducting the business of the licensee or registered\nperson,\n\nthe Authority may direct the licensee or registered person, in relation to the\nsecurities investment business of the licensee or registered person to cease or\nrefrain from committing the act or pursuing the course of conduct and to perform\nsuch acts as, in the opinion of the Authority, are necessary to remedy or\nameliorate the situation.\n(2) A person who, without reasonable cause, fails to comply with a direction given\nby the Authority under subsection (1) commits an offence and is liable \u2014\n(a)\non summary conviction to a fine of fifty thousand dollars or to\nimprisonment for a term of one year or to both; and\n(b) on conviction on indictment to a fine of one hundred thousand dollars or\nto imprisonment for a term of five years or to both, and if the offence of\nwhich the person is convicted is continued after conviction the person\ncommits a further offence and is liable to a fine of ten thousand dollars for\nevery day on which the offence is so continued.\n4C.\nProhibition to act as depositary\n4C. A registered person shall not act or function as a depositary in or from within the\nIslands.\nPart III - Licensing and Regulation of Licensee\n5.\nRequirement for a licence, registration, deregistration and fees payable\n5.\n(1) A person shall not carry on or purport to carry on securities investment business\nunless that person holds a licence or registration granted under this Law or is\nexempt from holding a licence or registration.\n(1A) An individual shall not carry on securities investment business in or from within\nthe Islands except where the individual is a person described in Schedule 2A.\n(1B) A person who carries on securities investment business activities for which a\nlicence or registration is required shall be \u2014\n(a)\na company incorporated under the Companies Law (2020 Revision);\n(b) a general partnership established under the Partnership Law (2013\nRevision);\n\nSection 5\nSecurities Investment Business Law (2020 Revision)\n\nPage 14\nRevised as at 31st December, 2019\nc\n\n(c)\na limited partnership registered under the Partnership Law (2013\nRevision);\n(d) an exempted limited partnership registered under the Exempted Limited\nPartnership Law (2018 Revision);\n(e)\na foreign company registered under Part IX of the Companies Law (2020\nRevision);\n(f)\na limited liability company formed and registered under the Limited\nLiability Companies Law (2020 Revision); or\n(g) a limited liability partnership formed and registered under the Limited\nLiability Partnership Law, 2017 [Law 13 of 2017].\n(2) The persons specified in Schedule 2A do not require a licence to conduct\nsecurities investment business but may apply to be licensed under this Law and\nin particular may, if those persons are EU Connected Managers in respect of any\nof the activities set out in paragraphs 5, 6 or 7 of Schedule 2, elect to apply to\nbe licensed under this Law.\n(2A) A person who is not specified in Schedule 4 and who is an EU Connected\nManager shall, in the manner prescribed, notify the Authority that the person is\nan EU Connected Manager.\n(2B) A person who elects to apply to be licensed under this Law pursuant to\nsection 5(2) shall apply to the Authority in the manner prescribed.\n(2C) An EU Connected Manager who is an AIFM shall not carry on securities\ninvestment business with respect to the activity set out in paragraph 7 of\nSchedule 2.\n(2D) Where an application is made under subsection (2B), the Authority, after\nconsidering the application may grant a licence to the applicant in the manner\nthat the Authority considers appropriate.\n(2E) Where a notification is made to the Authority pursuant to subsection (2A), the\nAuthority, where the Authority considers it necessary, may modify an existing\nlicence previously granted by the Authority to a person and impose conditions\nupon the licence with respect to the activities set out in paragraphs 5, 6 or 7 of\nSchedule 2.\n(2F) An EU Connected Manager who elects to be licensed under this Law shall\ncomply with the applicable provisions of this Law.\n(2G) The Authority may provide attestation or confirmation of the status of an EU\nConnected Manager but before the attestation or confirmation of status is\nprovided by the Authority, the EU Connected Manager shall submit to the\nAuthority the prescribed information.\n(2H) The Authority, with respect to an EU Connected Manager, shall have the power\nto \u2014\n\nSecurities Investment Business Law (2020 Revision)\nSection 5\n\nc\nRevised as at 31st December, 2019\nPage 15\n\n(a)\nconduct an onsite inspection or to permit a regulator in the EU to conduct\nan onsite inspection;\n(b) request information from or about the EU Connected Manager; and\n(c)\napply to the Grand Court for such orders as it thinks fit to preserve the\nassets of the investors in an EU Connected Fund, and the Grand Court has\npower to grant such orders.\n(2I) For the purposes of this section \u201cattestation\u201d or \u201cconfirmation of status\u201d\nmeans the method, whether by letter or any other manner which the Authority\nconsiders appropriate, by which the Authority may be required to confirm the\ndetails of an EU Connected Manager to an overseas regulatory authority or a\nMember State.\n(3) For the purposes of subsection (1), a person may be considered to purport to\ncarry on securities investment business where that person \u2014\n(a)\nuses one or more words which connote securities investment business,\neither in English or in any other language, in the description or title under\nwhich that person carries on business;\n(b) makes a representation in a document or in any other manner that that\nperson is carrying on securities investment business; or\n(c)\notherwise holds themselves out as carrying on securities investment\nbusiness.\n(4) A person specified in Schedule 4 shall register with the Authority and such\nperson, in order to be registered, shall file an application in the prescribed form\nand pay the prescribed registration fee to the Authority.\n(4A) An applicant for registration shall not be registered unless the applicant has\nsatisfied the Authority that the applicant\u2019s shareholders, directors and senior\nofficers are fit and proper persons.\n(4B) Where a registered person ceases to carry on securities investment business the\nregistered person shall within twenty-one days after the date of ceasing to carry\non in the Islands any regulated activity listed in Schedule 2 \u2014\n(a)\nnotify the Authority of its intention to deregister; and\n(b) file the prescribed details to deregister in the manner specified by the\nAuthority.\n(4C) A registered person shall notify the Authority within twenty-one days after any\nmaterial change in the information filed by the registered person in its\napplication or annual declaration.\n(4D) A registered person who fails to pay the prescribed annual fee shall pay a\nsurcharge of one-twelfth of that fee for every month or part of a month after the\n15th January in each year that the fee is not paid.\n(4E) A registered person shall \u2014\n\nSection 6\nSecurities Investment Business Law (2020 Revision)\n\nPage 16\nRevised as at 31st December, 2019\nc\n\n(a)\nfile with the Authority, on or before the 15th day of January in each year,\nan annual declaration in such form as the Authority may approve; and\n(b) pay to the Authority the prescribed annual fee at the time of the filing of\nthe declaration.\n(4F) The Authority may, for good cause, waive any additional fee imposed under\nsubsection (4D).\n(4G) If the prescribed annual fee referred to in subsection (4E) is not paid on or before\nthe 15th day of January in each year, the unpaid annual fee may be sued for by\nthe Crown by action as a civil debt and the Crown may require, and the court\nmay order, the payment of any penalties accrued in respect of the late payment\nof the fee.\n(5) The Authority may, from time to time, require a registered person to provide the\nreport specified under section 17(2A)(e).\n(6) Subject to subsection (2), a person who carries on or purports to carry on\nsecurities investment business without being the holder of a current licence or\nregistration under this Law commits an offence and is liable on summary\nconviction to a fine of one hundred thousand dollars and to imprisonment for\none year, and in the case of a continuing offence, to a fine of ten thousand dollars\nfor each day during which the offence continues.\n(7) A contract, transaction, obligation or instrument entered into by any person shall\nnot be rendered unenforceable merely because it is entered into in connection\nwith securities investment business carried on by that person in contravention\nof subsection (1).\n6.\nApplication for a licence\n6.\n(1) A person, other than a person to whom section 5(2) refers, who wishes to carry\non securities investment business shall apply in writing to the Authority for the\ngrant of a licence under this Law.\n(2) The Authority shall, in relation to an application received under subsection (1),\neither \u2014\n(a)\ngrant the licence;\n(b) grant the licence subject to conditions; or\n(c)\nrefuse the licence.\n(3) A licence shall specify one or more of the activities set out in Schedule 2 that\nthe licensee is permitted to carry on.\n(4) An application under this section shall include such information and shall be\naccompanied by such fee as may be prescribed.\n(5) A licence shall not be granted to an applicant unless the applicant has satisfied\nthe Authority that \u2014\n\nSecurities Investment Business Law (2020 Revision)\nSection 6\n\nc\nRevised as at 31st December, 2019\nPage 17\n\n(a)\nthe applicant will be able to comply with the provisions of this Law and\nthe regulations;\n(b) the applicant will be able to comply with the requirements of the AntiMoney Laundering Regulations (2020 Revision);\n(c)\nit will not be against the public interest, including, but not limited to, the\nneed to protect investors, for the application to be approved;\n(d) the applicant has personnel with the necessary skills, knowledge and\nexperience and such facilities, and such books and records as the Authority\nconsiders appropriate having regard to the nature and scale of the business;\nand\n(e)\nthe applicant\u2019s senior officers and managers are fit and proper persons,\nand where the Authority is satisfied, it may grant a licence to the applicant either\nunconditionally or subject to such conditions as the Authority considers\nappropriate.\n(6) For the purposes of this section and sections 8 and 17, in determining whether\nthe person is a fit and proper person, regard shall be had to all circumstances,\nincluding that person\u2019s \u2014\n(a)\nhonesty, integrity and reputation;\n(b) competence and capability; and\n(c)\nin the case of an applicant, financial soundness.\n(7) The conditions which the Authority may impose on a licensee may include\nconditions \u2014\n(a)\nlimiting the nature and scope of the securities investment business which\nmay be carried on by the licensee;\n(b) specifying whether or not the licensee may hold clients\u2019 assets; and\n(c)\nrequiring the licensee or a senior officer or manager of the licensee to\nacquire and maintain membership of a recognised securities exchange or a\nrecognised securities organisation.\n(9) The Authority may, by notice in writing to a licensee, revoke at any time any\ncondition attached to the licence.\n(10) The Authority may grant a restricted licence by limiting the number of clients\nto whom the licensee may provide services or setting the minimum value of an\nindividual client\u2019s investment, as may be prescribed under this Law.\n(11) Where the Authority has granted a licence under this section, it shall, as soon as\nreasonably possible after the grant, publish notification of such grant in the\nGazette.\n(12) The Authority shall maintain a current register of licensees setting out the\nbusiness address of the licensee and details of the activities that the licensee is\n\nSection 7\nSecurities Investment Business Law (2020 Revision)\n\nPage 18\nRevised as at 31st December, 2019\nc\n\npermitted to carry on and such other information as may be prescribed and such\nregister shall be available to the public.\n(13) A person licensed under this Law, a person specified in Schedule 2A or a person\nspecified in Schedule 4 is not required to be licensed under the \u2014\n(a)\nLocal Companies (Control) Law (2019 Revision);\n(b) Banks and Trust Companies Law (2020 Revision);\n(c)\nInsurance Law, 2010 [Law 32 of 2010];\n(d) Companies Management Law (2018 Revision);\n(e)\nMutual Funds Law (2020 Revision); or\n(f)\nTrade and Business Licensing Law (2019 Revision),\nin respect of the carrying on of securities investment business.\n7.\nFees and returns\n7.\n(1) Every person to whom a licence is first granted shall at the date of such grant\npay the prescribed fee.\n(2) The holder of a licence shall, on or before the 15th January in each year, pay the\nprescribed renewal fee, and there shall be payable by a licensee who fails to pay\nthe prescribed renewal fee by that date a surcharge of one-twelfth of that fee for\nevery month or part of a month after the 15th January in each year that the fee\nis not paid.\n(3) A licence in respect of which the prescribed renewal fee remains unpaid for\nthree full months after the 15th January in any year shall lapse forthwith but if,\nwithin a period of one month after the date of lapse, the person who held the\nlicence prior to its lapse pays \u2014\n(a)\nthe prescribed renewal fee;\n(b) the surcharges due under subsection (2); and\n(c)\nan administration fee of ten per cent of the prescribed renewal fee,\nthe licence may be renewed for the period from the 1st January to the 31st\nDecember, inclusive, of the year in question.\n(4) A holder of a licence under this Law shall inform the Authority of any changes\nmade relating to any of the information furnished in accordance with\nsection 6(4) within seven days after any such change has occurred.\n8.\nShares not to be issued or transferred without the prior approval of the\nAuthority\n8.\n(1) No shares in a company or interests in a partnership which is a licensee under\nthis Law shall be issued, and no issued shares or interests shall be voluntarily\ntransferred or disposed of, without the prior approval of the Authority.\n\nSecurities Investment Business Law (2020 Revision)\nSection 9\n\nc\nRevised as at 31st December, 2019\nPage 19\n\n(1A) Shares in a company or interests in a limited liablity company or a partnership\nwhich is a registered person under this Law shall not be issued and issued shares\nor interests shall not be voluntarily transferred or disposed of without the\nAuthority being notified within twenty-one days of the transfer or disposal.\n(2) Notwithstanding subsection (1), the Authority may exempt from the provisions\nof this section a licensee whose shares or interests are publicly traded on a\nrecognised securities exchange, and any such exemption \u2014\n(a)\nshall be subject to a condition that the licensee shall, as soon as reasonably\npracticable, notify the Authority of \u2014\n(i)\nany change in control of the licensee;\n(ii) the acquisition by any person or group of persons of shares\nrepresenting more than ten per cent of the licensee\u2019s issued share\ncapital or total voting rights; or\n(iii) the acquisition by any person or group of persons of shares\nrepresenting more than ten per cent of the issued share capital or total\nvoting rights of the licensee\u2019s parent company;\n(b) shall be subject to a condition that the licensee shall, as soon as reasonably\npracticable, provide such information to the Authority, and within such\nperiod of time, as the Authority may require for the purpose of enabling an\nassessment as to whether persons acquiring control or ownership of the\nlicensee in the circumstances set out in paragraph (a) are fit and proper\npersons to have such control or ownership; and\n(c)\nshall be subject to such other terms and conditions as the Authority may\ndeem necessary.\n(3) In subsections (1) and (1A), the reference to shares or interests being transferred\nor disposed of includes the transfer or disposal of the legal or the beneficial\ninterest in the shares or interests.\n(4) In the event of shares in a company or the interests in a partnership which is\nlicensed or registered under this Law vesting involuntarily or through process\nof law in a person, the company or partnership, as soon as it becomes aware of\nsuch vesting, shall inform the Authority of the number of shares or interests and\nthe identity of the person in whom they have vested, and the company or\npartnership and the person in whom they have vested shall comply with any\ninstructions as to the licence, registration or the business of the company or\npartnership as may be given by the Authority.\n9.\nUse of words connoting securities investment business\n9.\nThe Authority may require a licensee or registered person with a name which \u2014\n(a)\nis identical with that of another person, whether within the Islands or not,\nor which so nearly resembles that name as to be likely to deceive;\n\nSection 10\nSecurities Investment Business Law (2020 Revision)\n\nPage 20\nRevised as at 31st December, 2019\nc\n\n(b) in the opinion of the Authority connotes, falsely, the patronage of or\nconnection with a person whether within the Islands or not;\n(c)\nin the opinion of the Authority connotes, falsely, that it has a special status\nin relation to or derived from the Government, or has the official backing\nof or acts on behalf of the Government or of any of its departments or\nofficials;\n(d) in the opinion of the Authority is liable to mislead investors, or constitute\na misrepresentation; or\n(e)\nincludes any prescribed word or expression,\nforthwith to change its name, and in default of compliance within three calendar\nmonths of the receipt of notice from the Authority of its requirements, the Authority\nmay revoke its licence or cancel its registration.\n10.\nSegregation of property\n10. A licensee or a registered person shall separately account for the funds and property\nof each client and for the licensee\u2019s or registered person\u2019s own funds and property.\n11.\nRegulations\n11. (1) The Cabinet may, after consultation with the Authority, make regulations \u2014\n(a)\nprescribing anything which is to be prescribed under this Law; and\n(b) generally for carrying the purposes and provisions of this Law into effect.\n(2) Without prejudice to the generality of the foregoing, such regulations may in\nrespect of licensees \u2014\n(a)\nspecify standards for the form and content of any advertising or promotion\nof securities or of securities investment business;\n(b) require a licensee to make full and proper disclosure to clients of the\ncapacity in which that person is acting in relation to a particular securities\ninvestment business transaction and whether the transaction is being\neffected for that person\u2019s own account or that of any person other than the\nclient;\n(c)\nspecify standards for dealings with clients and clients\u2019 assets, including the\nholding upon trust of clients\u2019 assets by the licensee;\n(d) establish financial requirements and specify standards for financial\nconduct and record keeping and reporting;\n(e)\nspecify disclosure requirements in respect of the amount, value or\narrangements for the payment or provision, of commissions or other\ninducements;\n(f)\nspecify arrangements for the settlement of disputes; and\n\nSecurities Investment Business Law (2020 Revision)\nSection 12\n\nc\nRevised as at 31st December, 2019\nPage 21\n\n(g) specify the nature and extent of any insurance arrangements required of\nthe licensee.\n(3) Regulations made under this Law may provide that the contravention of any\nprovision constitutes an offence and may prescribe penalties for any such\noffence not exceeding the maximum fine and term of imprisonment prescribed\nin this Law for any offence under this Law.\n12.\nGuidance notes\n12. (1) The Authority may, after consultation with the Minister with responsibility for\nfinancial services and such persons as the Authority considers representative of\nthe conduct of securities investment business, issue guidance notes for the\npurpose of giving practical guidance with respect to this Law and any\nregulations made under section 11.\n(2) The Authority shall publish in the Gazette any guidance notes and such notice\nshall indicate the date on which the guidance notes come into effect.\n(3) The Authority may also adopt any rules or codes issued by the Exchange or any\nrecognised securities organisation and shall give notice of such adoption in the\nGazette.\n(4) In determining whether a person has complied with any of the requirements\nunder this Law or any regulation made under it \u2014\n(a)\na court shall take into account any relevant guidance notes issued under\nsubsection (1) which apply to that person; and\n(b) a court may take into account any other relevant guidance issued by a body\nthat regulates, or is representative of, any trade, profession, business or\nemployment carried on by that person.\n13.\nAccounts\n13. (1) A licensee shall have its accounts audited annually, or at such other time as the\nAuthority may require, by an auditor who shall be a member of \u2014\n(a)\nthe Institute of Chartered Accountants in England and Wales;\n(b) the Canadian Institute of Chartered Accountants;\n(c)\nthe Chartered Association of Certified Accountants;\n(d) the American Institute of Certified Public Accountants; or\n(e)\nany other professional body or institute approved by the Authority.\n(2) Within six months of the end of a licensee\u2019s financial year that person shall\nforward to the Authority \u2014\n(a)\nhis audited accounts for the financial year just ended; and\n\nSection 14\nSecurities Investment Business Law (2020 Revision)\n\nPage 22\nRevised as at 31st December, 2019\nc\n\n(b) a certificate of compliance with the provisions of this Law and any\nregulations made under this Law or the Monetary Authority Law (2020\nRevision), signed by the licensee or if a company, a director of the licensee.\n(3) A licensee may not change its auditor without the prior written approval of the\nAuthority and the licensee shall explain the circumstances giving rise to the\nchange of auditor prior to such approval being given.\n(4) A person who signs a certificate under subsection (2)(b) knowing or believing\nthat such certificate is false commits an offence and is liable on summary\nconviction to a fine of five thousand dollars and such person \u2014\n(a)\nmay have that person\u2019s licence or the licence held by the company of\nwhich that person is a director revoked; and\n(b) may not be granted a further licence, nor be permitted to be a director of a\ncompany which holds a licence.\n(5) Any licensee who fails to comply with subsection (2) within the prescribed\nperiod or any extension to such granted by the Authority for good cause shown,\nis liable to a late filing fee of fifty dollars for each day or part thereof that\ncompliance remains outstanding.\n14.\nCertain prohibitions on licensee\n14. (1) A licensee shall not, without the prior written approval of the Authority, open\noutside the Islands a subsidiary, branch, agency or representative office or\nchange its name.\n(2) A licensee shall notify the Authority immediately of any change of address of\nits place of business.\n15.\nNumber and approval of directors\n15. (1) A licensee which is a company or a corporate general partner of a limited\npartnership which is a licensee shall at no time have fewer than two directors or,\nif the licensee is a company that does not have directors, two managers.\n(2) No alterations in the senior officers of a licensee shall be made without the prior\nwritten approval of the Authority.\n(3) A licensee or registered person shall remove or replace a senior officer who is\nconvicted in any country of an offence involving dishonesty forthwith upon\nconviction.\n(4) A registered person shall have, where the registered person is \u2014\n(a)\na company incorporated under the Companies Law (2020 Revision), a\nminimum of \u2014\n(i)\ntwo directors who are individuals; or\n(ii) one corporate director,\n\nSecurities Investment Business Law (2020 Revision)\nSection 16\n\nc\nRevised as at 31st December, 2019\nPage 23\n\n each of whom is complying with the Directors Registration and Licensing Law,\n2014;\n(b) a general partnership established, or a limited partnership registered under\nthe Partnership Law (2013 Revision), a minimum of two partners;\n(c)\nan exempted limited partnership registered under the Exempted Limited\nPartnership Law (2018 Revision), a minimum of two directors (or\nequivalent officers) appointed in respect of its general partner (or where\nthe general partner is itself an exempted limited partnership registered\nunder the Exempted Limited Partnership Law (2018 Revision) at the level\nof the ultimate general partner);\n(d) a foreign company registered under Part IX of the Companies Law (2020\nRevision), a minimum of two directors (or equivalent officers);\n(e)\na limited liability company formed and registered under the Limited\nLiability Companies Law (2020 Revision), a minimum of two managers\ncomplying with the Directors Registration and Licensing Law, 2014 [Law\n10 of 2014]; or\n(f)\na limited liability partnership formed and registered under the Limited\nLiability Partnership Law, 2017 [Law 13 of 2017], a minimum of two\nmanaging partners.\n(5) Any alteration made in the senior officers of a registered person shall be notified\nto the Authority within twenty-one days of the alteration.\n16.\nPowers and duties of the Authority\n16. (1) The Authority shall \u2014\n(a)\nmaintain a general review of securities investment business in the Islands,\nand submit an annual report thereon to the Cabinet;\n(b) be responsible for supervision and enforcement in respect of persons to\nwhom this Law applies, and for the investigation of persons where the\nAuthority reasonably believes that they are or have been in breach of\nsection 5(1);\n(c)\nwhenever the Authority considers it necessary, examine, by way of the\nreceipt of regular returns, on-site inspections, auditors\u2019 reports or in such\nother manner as the Authority may determine, the affairs or business of\nany licensee or registered person for the purpose of \u2014\n(i)\nassessing whether a licensee or registered person is undertaking its\nauthorised activities in accordance with this Law and any regulations\nmade under this Law;\n(ii) confirming that the provisions of the Anti-Money Laundering\nRegulations (2020 Revision) are being complied with;\n\nSection 17\nSecurities Investment Business Law (2020 Revision)\n\nPage 24\nRevised as at 31st December, 2019\nc\n\n(iii) confirming that the licensee or registered person is in a sound\nfinancial position; or\n(iv) carrying out any other functions of the Authority.\n(1A) The Authority may require \u2014\n(a)\nfrom a registered person, information related to its securities investment\nbusiness; or\n(b) from any person who, in the opinion of the Authority, is conducting\nsecurities investment business in contravention of this Law information\nrelated to the person\u2019s securities investment business.\n(2) The Authority may in writing authorise any other person to assist it to perform\nits functions under this Law.\n(3) This Law is deemed to be a regulatory law for the purposes of the Monetary\nAuthority Law (2020 Revision).\n(4) A person who knowingly or recklessly provides any information to the\nAuthority which is false or misleading in a material particular commits an\noffence and is liable on summary conviction to a fine of ten thousand dollars\nand to imprisonment for six months.\n17.\nEnforcement powers of the Authority\n17. (1) Without prejudice to any other action that may be instituted or taken against a\nlicensee or a registered person, if at any time it appears to the Authority that a\nlicensee or a registered person has failed to comply with any of the requirements\nunder this Law or any regulation made under it the Authority may by written\nnotice direct the licensee or the registered person  to ensure that the requirement\nis complied with within such period and on such terms and conditions as the\nauthority may specify and the licensee or the registered person shall comply\nwith the notice.\n(2) The Authority may carry out any of the actions specified in subsection (2A) if\nit knows or has reasonable grounds to believe that a licensee or a registered\nperson \u2014\n(a)\nis unable or appears likely to become unable to meet its obligations as they\nfall due;\n(b) is carrying on business fraudulently or otherwise in a manner detrimental\nto the public interest, to the interest of its clients or to the interest of its\ncreditors;\n(c)\nhas contravened any provision of this Law or the regulations or of the AntiMoney Laundering Regulations (2020 Revision);\n(d) has failed to comply with a condition of its licence or registration;\n\nSecurities Investment Business Law (2020 Revision)\nSection 17\n\nc\nRevised as at 31st December, 2019\nPage 25\n\n(e)\nhas not conducted the direction and management of its business in a fit and\nproper manner or has directors, senior officers, managers or persons who\nhave acquired ownership or control who are not fit and proper persons; or\n(f)\nhas failed to comply with any lawful direction from the Authority.\n(2A) The actions referred to in subsection (2) are as follows \u2014\n(a)\nrevoke the licence or cancel the registration;\n(b) impose conditions or further conditions upon the licence or registration or\namend or revoke any such conditions;\n(c)\napply to the court for any order which is necessary to protect the interests\nof clients or creditors of the licensee or registered person such orders\nincluding an injunction or restitution or disgorgement order under section\n18;\n(d) publish in the Gazette and in any official publications of the Authority a\nbreach by any person of this Law, of any regulations made hereunder or of\nany lawful direction issued by the Authority;\n(e)\nat the expense of the licensee or registered person, require that an auditor\u2019s\nreport be submitted to the Authority on the licensee\u2019s or registered\nperson\u2019s anti-money laundering systems and procedures for compliance\nwith the Anti-Money Laundering Regulations (2020 Revision);\n(f)\nrequire the substitution of any director or officer of the licensee or\nregistered person whenever appointed or the divestment of ownership or\ncontrol;\n(g) at the expense of the licensee or registered person, appoint a person to\nadvise the licensee or registered person on the proper conduct of its affairs\nand to report to the Authority thereon;\n(h) at the expense of the licensee or registered person appoint a person to\nassume control of the licensee\u2019s or registered person\u2019s affairs who shall\nhave all the powers necessary to administer the affairs of the licensee or\nregistered person including the power to terminate the securities\ninvestment business of the licensee or registered person;\n(i)\nin the case of a reasonable belief that the licensee or registered person has\nmaterially contravened the Anti-Money Laundering Regulations (2020\nRevision), report the same to the Director of Public Prosecutions; or\n(j)\nrequire such action to be taken by the licensee or registered person as the\nAuthority reasonably believes necessary for the purposes of dealing with\nthe circumstances referred to in subsection (2)(a) to (f).\n(3) Where the Authority decides to take action under subsection (2A), it shall notify\nthe licensee or registered person in writing, specifying the following \u2014\n(a)\nthe action that the Authority has taken or intends to take;\n\nSection 18\nSecurities Investment Business Law (2020 Revision)\n\nPage 26\nRevised as at 31st December, 2019\nc\n\n(b) the reasons for the action, with reference to statutory provisions, and when\nit is to take effect;\n(c)\nwhether, in addition to (d), the licensee or registered person may make\nrepresentations to the Authority within such period as may be specified in\nthe notification; and\n(d) the licensee\u2019s or registered person\u2019s right to appeal under sections 22 or\n23 and the procedure therefor.\n(4) Where action is proposed to be taken by the Authority under subsection (2) and\nthe licensee is a broker member of the Exchange, the Authority shall consult\nwith the Exchange and provide it with a copy of any notification issued under\nsubsection (3).\n(5) A person appointed under subsection (2A)(g) or (h) or whose appointment has\nbeen extended under subsection (6)(b) shall, from time to time at that person\u2019s\ndiscretion and in any case within three months of the date of that person\u2019s\nappointment or of the extension of that person\u2019s appointment, prepare and\nfurnish to the Authority a report of the affairs of the licensee or registered person\nand of that person\u2019s recommendations thereon.\n(6) On receipt of a report under subsection (5), the Authority may \u2014\n(a)\nrevoke the appointment of the person appointed under subsection (2A)(g)\nor (h);\n(b) extend the period of that person\u2019s appointment;\n(c)\nsubject to such conditions as the Authority may impose, allow the licensee\nor registered person to reorganise its affairs in a manner approved by it; or\n(d) revoke the licence or cancel the registration and apply to the court for an\norder that the licensee or registered person, if either is a company, be\nwound up by the court in which case the provisions of the Companies Law\n(2020 Revision) relating to the winding up of a company shall apply.\n(7) Notwithstanding any other provision in this Law, the Authority may cancel a\nlicence or registration if the licensee or registered person has ceased, or wishes\nto cease, to carry on securities investment business, or has not commenced\nbusiness within one year of the date of the grant of the licence or registration.\n(8) Whenever the Authority revokes or cancels a licence or registration under this\nsection or section 9 notice of such revocation or cancellation shall forthwith be\npublished in the Gazette.\n18.\nInjunctions and restitution and disgorgement orders\n18. (1) If, on the application of the Authority the court is satisfied \u2014\n(a)\nthat there is a reasonable likelihood that a person will contravene\nsection 5(1) or that a licensee or registered person will contravene this Law\nor any regulations hereunder;\n\nSecurities Investment Business Law (2020 Revision)\nSection 18\n\nc\nRevised as at 31st December, 2019\nPage 27\n\n(b) that a person has contravened section 5(1) or that a licensee or registered\nperson has contravened this Law or any regulations made hereunder and\nthat there is a reasonable likelihood that the contravention will continue or\nbe repeated; or\n(c)\nthat a licensee or registered person has engaged in any fraudulent activity\nin relation to securities investment business,\nit may grant an injunction restraining the contravention or anticipated\ncontravention or the fraudulent activity.\n(2) If, on the application of the Authority, the court is satisfied that a person has\nentered into any transaction in contravention of section 5(1) or any other\nprovision of this Law or any regulations made hereunder, the court may order\nthat person, and any other person who appears to the court to have been\nknowingly concerned in the contravention, to take such steps as the court may\ndirect for restoring the parties to the transaction to the position in which they\nwere before the transaction was entered into.\n(3) The court may, on the application of the Authority, and subject to any other\nconsiderations the court finds relevant, make an order under subsection (4) if\nsatisfied that a person has been carrying on securities investment business in\ncontravention of this Law or any regulations made hereunder and \u2014\n(a)\nthat profits have accrued to that person as a result of that person\u2019s\ncontravention; or\n(b) that one or more clients have suffered loss or been otherwise adversely\naffected as a result of that person\u2019s contravention.\n(4) The court may, under this section, order the person concerned to pay into court,\nor appoint a receiver to recover from that person, such sum as appears to the\ncourt to be just, having regard to \u2014\n(a)\nin a case within subsection (3)(a), the profits appearing to the court to have\naccrued;\n(b) in a case within subsection (3)(b), the extent of loss or other adverse effect;\nor\n(c)\nin a case within subsection (3)(a) and (b), the profits and the extent of loss\nor other adverse effect.\n(5) Any amount paid into court by, or recovered from, a person pursuant to an order\nunder subsection (4) shall be distributed as the court may direct among those\nwho appear to the court to have entered into transactions with that person as a\nresult of which the profits or loss or other adverse effect in respect of the\ncontravention occurred.\n(6) On an application under subsection (3) the court may require the person\nconcerned to furnish it with such accounts or other information as it may require\nto establish whether any and if so what profits have accrued to that person as a\n\nSection 19\nSecurities Investment Business Law (2020 Revision)\n\nPage 28\nRevised as at 31st December, 2019\nc\n\nresult of the contravention and for determining how any amounts are to be\ndistributed under subsection (5); and the court may require such accounts or\nother information to be verified in such manner as it may direct.\n(7) Nothing in this section affects the right of any person other than the Authority\nto bring proceedings in respect of any of the matters to which this section\napplies.\n(8) Nothing in this section shall affect the rights of secured creditors.\n(9) The court shall not exercise the powers conferred on it by subsections (2) to (6)\nunless a reasonable opportunity has been given to persons affected to make\nrepresentation to the court.\n19.\nDuty of auditor\n19. (1) If an auditor, in the course of carrying out an audit or producing a report under\nsection 17(2A)(e) becomes aware of or has reasonable grounds to believe that\nthe licensee or registered person \u2014\n(a)\nis or is likely to become unable to meet its obligations as they fall due;\n(b) is carrying on business in breach of this Law or any regulations made\nhereunder;\n(c)\nis carrying on or attempting to carry on business in a manner that is\nprejudicial to its clients or is winding up its business voluntarily in a\nmanner that is prejudicial to its clients or creditors; or\n(d) is carrying on or attempting to carry on business without maintaining any\nor sufficient accounting records or record keeping systems to enable the\nauditor to carry out an audit or produce a report under section 17(2A)(e),\nthe auditor shall immediately give the Authority and the licensee or registered\nperson written notice of that person\u2019s knowledge or belief giving reasons\ntherefor, and an auditor who contravenes this provision is liable to removal by\nthe Authority from its list of approved auditors.\n(2) A reference in this section to an auditor carrying out an audit or preparing a\nreport on a licensee or registered person includes an auditor who was engaged\nto carry out such an audit or prepare such a report or who was in the course of\nso doing but resigned before completion or whose contract to carry out same\nwas otherwise terminated.\n(3) No duty to which an auditor of a licensee or a registered person may be subject\nshall be regarded as contravened by reason of that person\u2019s communicating in\ngood faith to the Authority any information or opinion on a matter specified in\nsubsection (1) or providing any information or opinion in response to a request\nmade by the Authority pursuant to a power conferred by this Law.\n(4) An auditor shall not be liable in damages for anything done or omitted to be\ndone in the discharge or proposed discharge of that person\u2019s functions under this\n\nSecurities Investment Business Law (2020 Revision)\nSection 20\n\nc\nRevised as at 31st December, 2019\nPage 29\n\nLaw in relation to the preparation of a report under section 17(2A)(e) or in\nrelation to any notice given under subsection (1) unless it is shown that the act\nor omission was in bad faith.\n20.\nEntry and search of premises\n20. (1) If the court, on sworn information on oath, is satisfied that the conditions in\nsubsection (2) are fulfilled and either \u2014\n(a)\nthat admission to the premises has been refused, or that a refusal is\nexpected, and that reasonable notice of the intention to apply for the\nwarrant has been given to the occupier; or\n(b) that an application for admission, or the giving of such a notice, would\ndefeat the object of the entry, or that the case is one of urgency, or that the\npremises are unoccupied or that the occupier is temporarily absent,\nthe court may, by warrant signed by a judge, authorise a constable of the rank\nof inspector or above to enter the premises, if need be by reasonable force.\n(2) The conditions referred to in subsection (1) are that there are reasonable grounds\nfor suspecting that \u2014\n(a)\nthere is or has been, on the premises to which entry is sought, any\ncontravention of this Law; or\n(b) there is on those premises evidence of any contravention of this Law.\n(3) Every warrant granted under this section shall continue in force for a period of\none month.\n(4) A constable entering any premises by virtue of this section or of a warrant issued\nunder it, may be accompanied by such employees of, or advisers to, the\nAuthority as may be necessary to ensure the successful execution of the warrant.\n(5) The constable authorised by any such warrant to search any premises may, if so\nauthorised by the warrant, search every person who is found in those premises\nand may seize any documents found in the possession of any such person or in\nsuch premises which that person has reasonable ground for believing ought to\nhave been produced pursuant to a lawful request from the Authority.\n(6) A person who wilfully obstructs a constable in the exercise of any powers\nconferred on that person by this section commits an offence and is liable on\nsummary conviction to a fine of one hundred thousand dollars and to\nimprisonment for five years.\n(7) The Rules Committee of the Court may make rules for the purposes of this\nsection.\n\nSection 21\nSecurities Investment Business Law (2020 Revision)\n\nPage 30\nRevised as at 31st December, 2019\nc\n\n21.\nWinding up\n21. (1) The Authority may apply to the court for a licensee, former licensee or company\nthat is or has been in contravention of section 5(1) to be wound up by the Court,\nnotwithstanding any voluntary winding up proceedings that have commenced.\n(2) On an application under subsection (1), the court may make an order for the\nlicensee to be wound up by the court if the court is of the opinion that the\nwinding up would be in the public interest in all the circumstances of the case.\n(3) The Authority may apply to the court for an order that a person specified in\nSchedule 4 that has been in contravention of section 5(4) be wound up by the\ncourt, notwithstanding any voluntary winding up proceedings that have\ncommenced.\n22.\nAppeals against decisions made under section 17(2A)(a) and (h)\n22. (1) An appeal lies to the court from a decision of the Authority made under\nsection 17(2A)(a) and (h).\n(2) An appeal against the decision of the Authority shall be by way of motion.\n(3) The appellant shall, within twenty-one days after the day on which the Authority\nhas given its decision, serve a notice of motion signed by the appellant or that\nperson\u2019s attorney-at-law on the Authority of that person\u2019s intention to appeal\nand of the general ground of that person\u2019s appeal.\n(4) A licensee or registered person aggrieved by a decision of the Authority may,\nupon notice to the Authority, apply to the court for leave to extend the time\nwithin which the notice of appeal prescribed by this section may be served and\nthe court upon the hearing of such application may extend the time prescribed\nby this section as it considers fit.\n(5) The Authority shall, upon receiving the notice of appeal, transmit to the Clerk\nof the court without delay a copy of the decision and all papers relating to the\nappeal, but the Authority is not compelled to disclose any information if it is\nconsidered that the public interest would suffer by such disclosure.\n(6) At the hearing of the appeal the appellant shall, before going into the case, state\nall the grounds of appeal on which that person intends to rely and shall not,\nunless by leave of the court go into any matters not raised by such statements.\n(7) The court may adjourn the hearing of an appeal and may, upon the hearing\nthereof confirm, reverse, vary or modify the decision of the Authority or remit\nthe matter with the opinion of the court thereon to the Authority.\n(8) An appeal against a decision of the Authority under this section shall not have\nthe effect of suspending the execution of such decision.\n\nSecurities Investment Business Law (2020 Revision)\nSection 23\n\nc\nRevised as at 31st December, 2019\nPage 31\n\n23.\nAppeals against other decisions of the Authority\n23. (1) A licensee aggrieved by any decision of the Authority other than a decision\nunder section 17(2A)(a), section 17(2A)(h), or section 6(2)(c) may, within\ntwenty-one days of the communication of the decision to that person, or such\nlonger period as may be allowed allow, appeal therefrom to the Cabinet and the\ndecision made on such appeal shall be final.\n(2) A decision shall, if notice thereof is sent to a person by post, be deemed to have\nbeen communicated to that person at the time at which it would have been\nreceived in the ordinary course of post.\n(3) An appeal against a decision of the Authority under this section shall not have\nthe effect of suspending the execution of such decision.\n(4) The Cabinet shall have power to regulate its own procedure for the purposes of\nthis section.\nPart IV - False or Misleading Market and Insider Dealing\n24.\nCreation of false or misleading market\n24. A person who creates or does anything which is calculated to create a false or\nmisleading appearance of active trading in any listed securities or a false or\nmisleading appearance with respect to the market for, or the price of, any such\nsecurities commits an offence.\n25.\nInsider dealing\n25. Subject to the defences available under this Law, any individual who has information\nas an insider commits an offence of insider dealing if \u2014\n(a)\nhe deals in listed securities that are price-affected securities in relation to\nthe information;\n(b) he encourages another person to deal in listed securities that are (whether\nor not that other knows it) price-affected securities in relation to the\ninformation; or\n(c)\nhe discloses the information otherwise than in the proper performance of\nthe functions of that person\u2019s employment, office or profession, to another\nperson.\n26.\nDefences\n26. (1) An individual does not commit the offence of insider dealing by virtue of\ndealing in listed securities or encouraging another person to do so if that person\nshows \u2014\n\nSection 26\nSecurities Investment Business Law (2020 Revision)\n\nPage 32\nRevised as at 31st December, 2019\nc\n\n(a)\nthat that person did not at the time expect the dealing to result in a profit\nattributable to the fact that the information in question was price-sensitive\ninformation in relation to the listed securities;\n(b) that at the time that person believed on reasonable grounds that the\ninformation had been disclosed widely enough to ensure that none of those\ntaking part in the dealing in the listed securities would be prejudiced by\nnot having the information; or\n(c)\nthat that person would have done what that person did even if that person\nhad not had the information.\n(2) An individual does not commit the offence of insider dealing by virtue of a\ndisclosure of information if that person shows \u2014\n(a)\nthat that person did not at the time expect any person, because of the\ndisclosure, to deal in listed securities; or\n(b) that, although that person had such an expectation at the time, that person\ndid not expect the dealing to result in a profit attributable to the fact that\nthe information was price-sensitive information in relation to listed\nsecurities.\n(3) References to a profit include avoidance of a loss.\n(4) The following special defences shall have effect for the purposes of this Part \u2014\n(a)\na person is not guilty of insider dealing by virtue of dealing in listed\nsecurities or encouraging another person to deal if that person shows that\nthat person acted in good faith in the course of \u2014\n(i)\nhis business as a market maker; or\n(ii) his employment in the business of a market maker;\n(b) a person is not guilty of insider dealing by virtue of dealing in listed\nsecurities or encouraging another to deal if that person shows that \u2014\n(i)\nthe information which that person had as an insider was market\ninformation; and\n(ii) it was reasonable for a person in that person\u2019s position to have acted\nas that person did despite having that information as an insider at the\ntime, and in determining whether it is reasonable for an individual to\ndo any act despite having market information at the time, there shall\nin particular be taken into account \u2014\n(A) the content of the information;\n(B) the circumstances in which that person first had the information\nand in what capacity; and\n(C) the capacity in which that person now acts;\n(c)\na person is not guilty of insider dealing by virtue of dealing in listed\nsecurities or encouraging another person to deal if that person shows \u2014\n\nSecurities Investment Business Law (2020 Revision)\nSection 27\n\nc\nRevised as at 31st December, 2019\nPage 33\n\n(i)\nthat that person acted \u2014\n(A) in connection with an acquisition or disposal which was under\nconsideration or the subject of negotiation, or in the course of a\nseries of such acquisitions or disposals; and\n(B) with a view to facilitating the accomplishment of the acquisition\nor disposal or the series of acquisitions or disposals; and\n(ii) that the information which that person had as an insider was market\ninformation arising directly out of that person\u2019s involvement in the\nacquisition or disposal or series of acquisitions or disposals.\n(5) Market information is information consisting of one or more of the following\nfacts \u2014\n(a)\nthat listed securities of a particular kind have been or are to be acquired or\ndisposed of or that their acquisition or disposal is under consideration or\nthe subject of negotiation;\n(b) that listed securities of a particular kind have not been or are not to be\nacquired or disposed of;\n(c)\nthe number of listed securities acquired or disposed of or to be acquired or\ndisposed of or whose acquisition or disposal is under consideration or the\nsubject of negotiation;\n(d) the price (or range of prices) at which listed securities have been or are to\nbe acquired or disposed of or the price (or range of prices) at which listed\nsecurities whose acquisition or disposal in under consideration or the\nsubject of negotiation may be acquired or disposed of; and\n(e)\nthe identity of the persons involved or likely to be involved in any capacity\nin the acquisition or disposal.\n27.\nTerritorial scope of offence of insider dealing\n27. (1) An individual is not guilty of an offence falling within section 25(a) unless \u2014\n(a)\nhe was within the Islands at the time when that person is alleged to have\ndone any act constituting or forming part of the alleged dealings; or\n(b) the dealing occurred on the Exchange.\n(2) An individual is not guilty of an offence falling within section 25(b) or (c)\nunless \u2014\n(a)\nhe was within the Islands at the time when that person is alleged to have\ndisclosed the information or encouraged the dealing; or\n(b) the alleged recipient of the information or encouragement was within the\nIslands at the time when that person is alleged to have received the\ninformation or encouragement.\n\nSection 28\nSecurities Investment Business Law (2020 Revision)\n\nPage 34\nRevised as at 31st December, 2019\nc\n\n28.\nLimits on section 25\n28. (1) Section 25 does not apply to anything done by an individual acting on behalf of\na public sector body in pursuit of monetary policies or policies with respect to\nthe management of public debt or foreign exchange reserves.\n(2) No contract shall be void or unenforceable by reason only of section 25.\n29.\nDealing in listed securities\n29. A person deals in listed securities if \u2014\n(a)\nhe acquires or disposes of listed securities (whether as principal or agent);\nor\n(b) he procures, directly or indirectly, an acquisition or disposal of listed\nsecurities by another person.\n30.\nProcuring the acquisition or disposal of a listed security\n30. (1) A person procures the acquisition or disposal of a listed security if a listed\nsecurity is acquired or disposed of by a person who is, in relation to the\nacquisition or disposal \u2014\n(a)\nhis agent;\n(b) his nominee, or\n(c)\na person who is acting at that person\u2019s direction.\n(2) Subsection (1) is not exhaustive as to the circumstances in which a person may\nbe regarded as procuring an acquisition or disposal of listed securities by\nanother.\n(3) \u201cAcquisition\u201d or \u201cdisposal\u201d in relation to a listed security includes agreeing to\nacquire or dispose of a listed security or entering into or terminating a contract\nwhich creates the listed security, as the case may be.\n31.\nInside information\n31. \u201cInside information\u201d means information which \u2014\n(a)\nrelates to particular listed securities or to a particular issuer of listed\nsecurities or to particular issuers of listed securities and not to listed\nsecurities generally or to issuers of listed securities generally;\n(b) is specific or precise;\n(c)\nhas not been made public; and\n(d) is price sensitive.\n\nSecurities Investment Business Law (2020 Revision)\nSection 32\n\nc\nRevised as at 31st December, 2019\nPage 35\n\n32.\n\u201cPrice-affected securities\u201d and \u201cprice-sensitive information\u201d\n32. Listed securities are \u201cprice-affected\u201d securities in relation to inside information, and\ninside information is \u201cprice-sensitive\u201d in relation to listed securities, if and only if\nthe information would, if made public, be likely to have a significant effect on the\nprice or value of the listed securities.\n33.\nInformation as an insider\n33. An individual has information as an insider if and only if \u2014\n(a)\nit is, and that person knows it is, inside information, and\n(b) that person has it, and knows that that person has it, from an inside source,\nthat is to say \u2014\n(i)\nby virtue of being a director, employee or shareholder of an issuer of\nlisted securities;\n(ii) by virtue of having access to the information through that person\u2019s\nemployment, office or profession; or\n(iii) by virtue of the direct or indirect source of that person\u2019s information\nbeing a person who has it in either of the ways set out in (i) or (ii).\n34.\nDefinition of \u201cmade public\u201d\n34. (1) \u201cMade public\u201d shall be construed in accordance with subsections (2) and (3),\nbut those provisions are not exhaustive as to the meaning of that expression.\n(2) Information is made public if \u2014\n(a)\nit is published in accordance with the rules of the Exchange for the purpose\nof informing investors and their professional advisors;\n(b) it is contained in records which by virtue of law are open to inspection by\nthe public;\n(c)\nit can be readily acquired by those likely to deal in any listed securities, or\nwith any issuer of listed securities, to which the information relates; or\n(d) it is derived from information which has been made public.\n(3) Information may be treated as made public even though \u2014\n(a)\nit can be acquired only by persons exercising diligence or expertise;\n(b) it is communicated to a section of the public and not the public at large;\n(c)\nit can be acquired only by observation;\n(d) it is communicated only on payment of a fee; or\n(e)\nit is published only outside the Islands.\n35.\nPenalties\n35. (1) Any person who commits an offence under section 24 or 25 is liable \u2014\n\nSection 36\nSecurities Investment Business Law (2020 Revision)\n\nPage 36\nRevised as at 31st December, 2019\nc\n\n(a)\non summary conviction, to a fine of four thousand dollars and to\nimprisonment for one year; or\n(b) on conviction on indictment, to a fine of ten thousand dollars and to\nimprisonment for seven years.\n(2) Proceedings with respect to offences under section 24 or 25 may only be\ninstituted by the Director of Public Prosecutions.\nPart V - Broker Members\n36.\nDuty of Exchange and Authority in relation to broker members\n36. (1) Where, in relation to a broker member of the Exchange, the Exchange becomes\naware of a specified matter, the Exchange shall, as soon as practicable, submit\na written report to the Authority thereon providing full details of the specified\nmatter and send a copy of the report to the broker member.\n(2) In this section \u2014\n\u201cspecified matter\u201d means \u2014\n(a)\na matter which in the opinion of the Exchange has adversely affected or is\nlikely to adversely affect the ability of the broker to meet that person\u2019s\nobligations under the rules of the Exchange;\n(b) any sustained or material contravention by the broker of the rules of the\nExchange or of this Law or any material breach of a condition of the broker\nmember\u2019s licence;\n(c)\nrevocation by the Exchange of the broker\u2019s membership; or\n(d) any other material matter that the Exchange considers relevant to the\nAuthority\u2019s discharge of its functions under this Law.\n(3) The Authority shall similarly keep the Exchange informed of any material\nmatters relating to the standing with the Authority of the Exchange\u2019s broker\nmembers who are licensees of the Authority.\n(4) A person who, not being a broker member of the Exchange, passes themselves\noff as such commits an offence and is liable on summary conviction to a fine of\nfifty thousand dollars.\n\nSecurities Investment Business Law (2020 Revision)\nSection 37\n\nc\nRevised as at 31st December, 2019\nPage 37\n\nPart VI - General\n37.\nOffences by corporations\n37. (1) Where an offence under, or under any regulation made under, this Law which\nhas been committed by a body corporate is proved to have been committed with\nthe consent or connivance of, or to be attributable to any neglect on the part of\nany senior officer of the body corporate, or any person who was purporting to\nact in any such capacity, that person as well as the body corporate commits that\noffence and is liable to be proceeded against and punished accordingly.\n(2) Where the affairs of a body corporate are managed by its members,\nsubsection (1) shall apply in relation to the acts and defaults of a member in\nconnection with that person\u2019s functions of management as if that person were a\ndirector of the body corporate.\n38.\nIndemnity\n38. Neither the Cabinet, nor a director or officer of the Authority nor any person\nauthorised in writing by the Authority to assist it in undertaking any of its functions\nunder this Law or appointed pursuant to section 17 shall be liable in damages for\nanything done or omitted to be done in the discharge or purported discharge of their\nfunctions under this Law, unless it is shown that the act or omission was in bad faith.\n39.\nOffences\n39. A person who contravenes any provision or requirement of this Law for which no\noffence is specifically created commits an offence and is liable on summary\nconviction to a fine of four thousand dollars.\n40.\nSpent\n40. The transitional provision introduced by the Securities Investment Business Law,\n2001 [Law 44 of 2001] is now spent.\n41.\nAmendment of the Schedules\n41. The Cabinet may, after consultation with the Authority, by Order amend the\nSchedules.\n42.\nTransitional\n42. (1) Any person who is registered with the Authority pursuant to paragraphs 1, 4 and\n5 of Schedule 4 on the day immediately before 18th June, 2019, the\ncommencement date of the Securities Investment Business (Amendment) Law,\n2019 [Law 8 of 2019], shall \u2014\n(a)\nprovide such information as the Authority may request by 15th August,\n2019; and\n\nSection 42\nSecurities Investment Business Law (2020 Revision)\n\nPage 38\nRevised as at 31st December, 2019\nc\n\n(b) take such steps to re-register with the Authority as a registered person by\n15th January, 2020 if that person wishes to continue carrying on securities\ninvestment business.\n(2) A person described under subsection (1) who \u2014\n(a)\ndoes not provide the required information to the Authority by 15th August,\n2019; or\n(b) does not complete the re-registration process under this section by 15th\nJanuary, 2020,\n\nshall cease conducting securities investment business in or from within the\nIslands and shall be deregistered by the Authority.\n\nSecurities Investment Business Law (2020 Revision)\nSCHEDULE 1\n\nc\nRevised as at 31st December, 2019\nPage 39\n\n SCHEDULE 1\n(section 2)\nSecurities\nShares\n1.\nAny of the following securities \u2014\n(a)\nshares and stock of any kind in the share capital of a company;\n(b) interests in a limited partnership established under the Partnership Law\n(2013 Revision);\n(c)\ninterests in an exempted limited partnership as defined in the Exempted\nLimited Partnership Law (2018 Revision);\n(d) interests in a limited partnership, or an exempted limited partnership,\nconstituted under the laws of a jurisdiction other than the Islands; and\n(e)\nunits of participation in a unit trust as defined in the Mutual Funds Law\n(2020 Revision).\nInstruments creating or acknowledging indebtedness\n2.\nDebentures, debenture stock, loan stock, bonds, certificates of deposit and any other\ninstruments creating or acknowledging indebtedness other than \u2014\n(a)\nany instrument acknowledging or creating indebtedness for, or for money\nborrowed to defray, the consideration payable under a contract for the\nsupply of goods or services;\n(b) a check or other bill of exchange, a bankers draft or a letter of credit;\n(c)\na bank note, a statement showing a balance in a current, deposit or savings\naccount, a lease or other disposition of property;\n(d) a contract of insurance;\n(e)\nany instrument creating or acknowledging indebtedness in respect of\nmoney raised by the Government of the Islands or any public authority\ncreated thereby; and\n(f)\nan instrument creating or acknowledging indebtedness and creating\nsecurity for that indebtedness over land.\nInstruments giving entitlements to securities\n3.\nWarrants and other instruments entitling the holder to subscribe for securities falling\nwithin paragraph 1 or 2.\n\nSCHEDULE 1\nSecurities Investment Business Law (2020 Revision)\n\nPage 40\nRevised as at 31st December, 2019\nc\n\nCertificates representing certain securities\n4.\nCertificates or other instruments which confer contractual or proprietary rights \u2014\n(a)\nin respect of any security falling in paragraph 1, 2 or 3 being a security\nheld by a person other than the person on whom the rights are conferred\nby the certificate or instrument; and\n(b) the transfer of which may be effected without the consent of that person.\nOptions\n5.\nOptions to acquire or dispose of \u2014\n(a)\na security falling in any other paragraph of this Schedule;\n(b) any currency;\n(c)\nany precious metal; or\n(d) an option to acquire or dispose of a security falling within this paragraph\nby virtue of subparagraph (a), (b) or (c) above.\nFutures\n6.\nRights under a contract for the disposal of a commodity or property of any other\ndescription under which delivery is to be made at a future date and at a price agreed\nupon when the contract is made other than a contract made for commercial and not\ninvestment purposes.\n7.\nA contract is to be regarded as made for investment purposes if it is made or traded\non a recognised securities exchange or made otherwise than on a recognised securities\nexchange but is expressed to be as traded on such an exchange or on the same terms\nas those on which an equivalent contract would be made on such an exchange.\n8.\nA contract not falling within paragraph 7 is to be regarded as made for commercial\npurposes if under the terms of the contract delivery is to be made within seven days.\n9.\nThe following are indications that a contract not falling within paragraph 7 or 8 is\nmade for commercial purposes and the absence of them is an indication that it is made\nfor investment purposes \u2014\n(a)\none or more of the parties is a producer of the commodity or other property\nor uses it in that person\u2019s business; or\n(b) the seller delivers or intends to deliver the property or the purchaser takes\nor intends to take delivery of it.\n10. It is an indication that a contract is made for commercial purposes that the prices, the\nlot, the delivery date or other terms are determined by the parties for the purposes of\nthe particular contract and not by reference (or not solely by reference) to regularly\npublished prices, to standard lots or delivery dates or to standard terms.\n\nSecurities Investment Business Law (2020 Revision)\nSCHEDULE 1\n\nc\nRevised as at 31st December, 2019\nPage 41\n\n11. The following are indications that a contract is made for investment purposes \u2014\n(a)\nit is expressed to be as traded on a securities exchange;\n(b) performance of the contract is ensured by a securities exchange or a\nclearing house; or\n(c)\nthere are arrangements for the payment or provision of margin.\n12. For the purposes of paragraph 6, a price is to be taken to be agreed on when a contract\nis made \u2014\n(a)\nnotwithstanding that it is left to be determined by reference to the price at\nwhich a contract is to be entered into on a market or exchange or could be\nentered into at a time and place specified in the contact; or\n(b) in a case where the contract is expressed to be by reference to a standard\nlot and quality, notwithstanding that provision is made for a variation in\nthe price to take account of any variation in quantity or quality on delivery.\nContracts for differences\n13. Rights under \u2014\n(a)\na contract for differences; or\n(b) any other contract the purpose or pretended purpose of which is to secure\na profit or avoid a loss by reference to fluctuations in \u2014\n(i)\nthe value or price of property of any description; or\n(ii) an index or other factor designated for that purpose in that contract;\nother than \u2014\n(A) rights under a contract if the parties intend that the profit is to\nbe secured or the loss is to be avoided by one or more of the\nparties taking delivery of any property to which the contract\nrelates; or\n(B) rights under a contract under which money is received by way\nof deposit on terms that any interest or other return to be paid\non the sum deposited will be calculated by reference to\nfluctuations in an index or other factor.\n\nSCHEDULE 2\nSecurities Investment Business Law (2020 Revision)\n\nPage 42\nRevised as at 31st December, 2019\nc\n\nSCHEDULE 2\n(section 4)\nSecurities investment business - regulated activities\nThe following activities are activities carried on in the course of securities investment\nbusiness for the purposes of this Law \u2014\n1.\nDealing in securities\n(a)\nbuying, selling, subscribing for or underwriting securities as an agent; or\n(b) buying, selling, subscribing for or underwriting securities as principal\nwhere the person entering into that transaction \u2014\n(i)\nholds themselves out as willing, as principal, to buy, sell or subscribe\nfor securities of the kind to which the transaction relates at prices\ndetermined by that persons generally and continuously rather than in\nrespect of each particular transaction;\n(ii) holds hemselves out as engaging in the business of underwriting\nsecurities of the kind to which the transaction relates; or\n(iii) regularly solicits members of the public with the purpose of inducing\nthem, as principals or agents, to buy, sell, subscribe for or underwrite\nsecurities and such transaction is entered into as a result of such\nperson having solicited members of the public in that manner.\n2.\nArranging deals in securities\nMaking arrangements with a view to \u2014\n(a)\nanother person (whether as a principal or an agent) buying, selling,\nsubscribing for or underwriting securities; or\n(b) a person who participates in the arrangements buying, selling, subscribing\nfor or underwriting securities.\n3.\nManaging securities\nManaging securities belonging to another person in circumstances involving the\nexercise of discretion.\n4.\nAdvising on securities\nAdvising a person on securities if the advice is \u2014\n(a)\ngiven to the person in that person\u2019s capacity as an investor or potential\ninvestor or in that person\u2019scapacity as agent for an investor or a potential\ninvestor; and\n(b) advice on the merits of that person\u2019s doing any of the following (whether\nas principal or agent) \u2014\n\nSecurities Investment Business Law (2020 Revision)\nSCHEDULE 2\n\nc\nRevised as at 31st December, 2019\nPage 43\n\n(i)\nbuying, selling, subscribing for or underwriting a particular security;\nor\n(ii) exercising any right conferred by a security to buy, sell, subscribe\nfor, or underwrite a security.\n5.\nManaging EU Connected Funds\nPerforming investment management functions, comprising at least of risk or\nportfolio management, for one or more EU Connected Funds as notified to the\nrelevant competent authority of the relevant Member State in accordance with\nthe relevant laws and regulations implementing the AIFMD in the Member\nState.\n6.\nMarketing EU Connected Funds\nMarketing the shares, trust units or partnership interests of an EU Connected\nFund to investors or potential investors in a Member State, as notified to the\nrelevant competent authority of the relevant Member State in accordance with\nthe relevant laws and regulations implementing the AIFMD in the Member\nState.\n7.\nActing as Depositary of an EU Connected Fund\nPerforming the function of a depositary for an EU Connected Fund in\naccordance with the relevant Laws and regulations implementing AIFMD in any\nMember State.\n\nSCHEDULE 2A\nSecurities Investment Business Law (2020 Revision)\n\nPage 44\nRevised as at 31st December, 2019\nc\n\nSCHEDULE 2A\n(sections 4, 5 and 6)\nNon-registrable persons\n1.\nPersons described in paragraph 2 are persons for whom there is no requirement\nfor registration under this Law and shall be referred to as \u201cnon-registrable\npersons\u201d.\n2.\nThe persons referred to in paragraph 1 are as follows \u2014\n(a)\nA person participating in a joint enterprise (and where that person is a\ncompany any other company which is part of the same group of companies\nas that person) with the person carrying on the securities investment\nbusiness where the activities constituting such securities investment\nbusiness are to be carried on for the purposes of or in connection with that\njoint enterprise.\n(b) The following persons \u2014\n(i)\nthe Exchange;\n(ii) the Authority; or\n(iii) the Government of the Islands or any public authority created by the\nGovernment.\n(c)\nA person carrying on securities investment business only in the course of\nacting in any of the following capacities \u2014\n(i)\ndirector;\n(ii) partner;\n(iii) manager of a limited liability company;\n(iv) liquidator (including a provisional liquidator);\n(v) trustee in bankruptcy;\n(vi) receiver of an estate or company;\n(vii) executor or administrator of an estate; or\n(viii) a trustee acting together with co-trustees in their capacity as such, or\nacting for a beneficiary under the trust,\nprovided that in each case that person is not separately remunerated for any\nof the activities which constitute the carrying on of such securities\ninvestment business otherwise than as part of any remuneration such\nperson receives for acting in that capacity and either \u2014\n(A) does not hold themselves out as carrying on securities\ninvestment business other than as a necessary or incidental part\nof performing functions in that capacity, or\n\nSecurities Investment Business Law (2020 Revision)\nSCHEDULE 2A\n\nc\nRevised as at 31st December, 2019\nPage 45\n\n(B) is acting on behalf of a company, partnership or trust that is\notherwise licensed or exempted from licensing under this Law.\n(d) The conduct of securities investment business by a single family office.\n\nSCHEDULE 3\nSecurities Investment Business Law (2020 Revision)\n\nPage 46\nRevised as at 31st December, 2019\nc\n\nSCHEDULE 3\n(section 4)\nExcluded activities\nThe activities specified in this Schedule are not considered securities investment business\nin the following circumstances \u2014\n1.\nDealing in securities\n(1) Securities evidencing indebtedness:\nWhere a person as principal or agent buys, sells, subscribes for or underwrites\nsecurities and such securities create or acknowledge indebtedness in respect of\nany loan, credit, guarantee or other similar financial accommodation or\nassurance which such person or that person\u2019s principal has made, granted or\nprovided.\n(2) Issuing, redeeming or repurchasing securities:\nWhere a company, partnership or trust issues, redeems or repurchases any of its\nsecurities falling within paragraphs 1 to 3 of Schedule 1.\n(2A) Disposing of treasury shares:\nWhere a company disposes of any of its treasury shares.\n(3) Risk management:\nWhere a person buys, sells, subscribes for or underwrites securities and \u2014\n(a)\nthe transaction relates to securities falling within paragraph 5, 6 or 13 of\nSchedule 1;\n(b) none of the parties to the transaction are individuals;\n(c)\nthe sole or main purpose for which the person concerned enters into the\ntransaction (either by itself or in combination with other such transactions)\nis to limit the extent to which a relevant business will be affected by any\nidentifiable risk arising otherwise than as a result of the carrying on of any\nactivities specified in Schedule 2 and which is not excluded by virtue of\nthis Schedule; and\n(d) the relevant business is a business other than securities investment\nbusiness carried on by \u2014\n(i)\nthe person entering into the transaction;\n(ii) a company within the same group of companies as such person; or\n(iii) another person who is or is proposing to become a participator in a\njoint enterprise with such person.\n(4) Disposal of goods or supply of services:\n\nSecurities Investment Business Law (2020 Revision)\nSCHEDULE 3\n\nc\nRevised as at 31st December, 2019\nPage 47\n\nWhere a person buys, sells, subscribes for or underwrites securities for the\npurposes of or in connection with the disposal of goods or supply of services or\na related disposal or supply by a supplier to a customer and the supplier is\nacting \u2014\n(a)\nas a principal; or\n(b) as an agent,\nand the supplier does not hold hemselves out generally as engaging in the\nbuying, selling, subscribing for or underwriting of securities and does not\nregularly solicit members of the public to buy, sell, subscribe for or underwrite\nsecurities.\n(5) Incidental activity:\nWhere a person buys, sells, subscribes for or underwrites securities in the course\nof carrying on any profession or business not otherwise constituting securities\ninvestment business and where such transaction is a necessary or incidental part\nof other services provided in the course of carrying on that profession or\nbusiness and is not separately remunerated otherwise than as part of any\nremuneration received in respect of such other services.\n(6) Employee schemes:\nWhere an employer buys, sells, subscribes for or underwrites securities in\nconnection with the operation of a share or pension scheme (and the employer\nis not or not yet subject to the provisions of the National Pensions Law (2012\nRevision) for the benefit of employees or former employees, or of their spouses,\nwidows, widowers or children or step-children under the age of eighteen.\n(7) Application of proprietary assets:\nWhere a company, partnership or trust, acting as principal and dealing only on\nits own behalf buys, sells or subscribes for securities by applying its proprietary\nassets, otherwise than as described in paragraph 1(b) of Schedule 2.\n\n2.\nArranging deals in securities\n(1) Arranging own deals:\nWhere a person makes arrangements relating to a transaction to which that\nperson will hemselves be a party as principal or which will be entered into by\nthat person as agent for one of the parties to the transaction.\n(2) Incidental activities:\nWhere a person makes arrangements and such arrangements are made in the\ncourse of carrying on any profession or business not otherwise constituting\nsecurities investment business and where the making of the arrangements is a\nnecessary or incidental part of other services provided in the course of carrying\n\nSCHEDULE 3\nSecurities Investment Business Law (2020 Revision)\n\nPage 48\nRevised as at 31st December, 2019\nc\n\non that profession or business and is not separately remunerated otherwise than\nas part of any remuneration received in respect of such other services.\n(3) Enabling parties to communicate:\nWhere a person makes arrangements to provide means by which one party to a\ntransaction (or potential transaction) is able to communicate with other parties\nto the transaction or potential transaction.\n(4) Arrangements in connection with securities evidencing indebtedness:\nWhere a person makes arrangements in respect of a transaction referred to in\nparagraph 1 (1).\n(5) Provision of finance:\nWhere a person makes arrangements for the sole purpose of providing finance\nto enable a person, as principal or agent, to buy, sell, subscribe for or underwrite\nsecurities.\n(6) Introducing:\nWhere a person makes arrangements to introduce a person to another\nperson and \u2014\n(i)\nthe person to whom introductions are to be made is a person referred\nto in Schedule 4; and\n(ii) the introduction is made with a view to the provision of independent\nadvice or the independent exercise of discretion in relation to\nsecurities generally or in relation to any class of securities to which\nthe arrangements relate.\n(7) Arrangements for the issue of securities:\nWhere a person makes arrangements in respect of a transaction referred to in\nparagraphs 1(1) and 1(7).\n(8) Disposal of goods or supply of services:\nWhere a supplier makes arrangements made for, or with a view to, a transaction\nwhich is to be entered into by a customer for the purposes of or in connection\nwith the disposal of goods or supply of services or a related disposal or supply.\n(9) Employee schemes:\nWhere a person makes arrangements in connection with the operation by an\nemployer of a share or pension scheme for the benefit of employees or former\nemployees, or of their spouse, widows, widowers or children or step-children\nunder the age of eighteen (where the arrangements are not regulated by the\nNational Pensions Law (2012 Revision).\n\nSecurities Investment Business Law (2020 Revision)\nSCHEDULE 3\n\nc\nRevised as at 31st December, 2019\nPage 49\n\n3.\nManaging securities\nWhere a person manages securities that are or are to be managed for the purposes of\nor in connection with the disposal of goods or supply of services or a related disposal\nor supply by a supplier to a customer.\n\n4.\nAdvising on securities\n(1) Disposal of goods or supply of services:\nWhere a supplier gives advice to that person\u2019s customer for the purposes of or\nin connection with the disposal of goods or supply of services or a related\ndisposal or supply.\n(2) Publications:\nWhere a person gives advice in any communications media and \u2014\n(a)\nthe principal purpose is not to induce persons to buy, sell, subscribe for or\nunderwrite particular securities; or\n(b) the person responsible does not derive any direct benefit from any such\npurchase, disposal, subscription or underwriting;\n(3) Incidental activities:\nWhere a person gives legal, accounting or other advice and the advice is given\nin the course of carrying on any profession or business not otherwise\nconstituting securities investment business and the giving of the advice is a\nnecessary or incidental part of other services provided in the course of carrying\non that profession or business and is not separately remunerated otherwise than\nas part of any remuneration received in respect of such other services.\n\nSCHEDULE 4\nSecurities Investment Business Law (2020 Revision)\n\nPage 50\nRevised as at 31st December, 2019\nc\n\nSCHEDULE 4\n(sections 2, 5, 6 and 21)\nPersons required to be registered under section 5(4)\n1.\nA company within a group of companies carrying on securities investment\nbusiness exclusively for one or more companies within the same group.\n2.\nA person carrying on securities investment business exclusively for one or more\nof the following classes of persons \u2014\n(a)\na sophisticated person;\n(b) a high net worth person; or\n(c)\na company, partnership or trust (whether or not regulated as a mutual fund)\nof which the shareholders, unit holders or limited partners are one or more\npersons falling within (a) or (b),\n\nand who has a registered office or a place of business in the Islands for which\nservices are provided by a person licensed to provide such services.\n3.\nA person to whom section 4(1) applies but who is regulated in respect of\nsecurities investment business by a recognised overseas regulatory authority in\nthe country or territory (other than the Islands) in which the securities\ninvestment business is being conducted.\n\nSecurities Investment Business Law (2020 Revision)\nSCHEDULE 4A\n\nc\nRevised as at 31st December, 2019\nPage 51\n\nSCHEDULE 4A\n(section 2)\nConnected Persons within a Single Family\n1.\nThe following persons are connected persons in relation to an individual within\na single family \u2014\n(a)\nspouse;\n(b) the descendants of the individual and their spouses;\n(c)\nparents, including step-parents;\n(d) grandparents;\n(e)\nparents-in-law, including step-parents-in-law;\n(f)\nbrother, step-brother, sister, step-sister and their spouses;\n(g) spouse\u2019s grandparents;\n(h) spouse\u2019s brother, step-brother, sister, step-sister and their spouses and\nchildren;\n(i)\nparent\u2019s brother, step-brother, sister, step-sister and their spouses;\n(j)\nchildren of the brother, step-brother, sister or step-sister of the individual\u2019s\nparents, both present and future, including stepchildren, and their spouses;\nand\n(k) children of the individual\u2019s brother, step-brother, sister or stepsister, both\npresent and future, including step-children, and their spouses.\n2.\nFor any of the relationships listed in paragraph 1 that may be established by\nblood, that same relationship may also be established by adoption.\n3.\nIn paragraph 1(b), the term \u201cdescendants of the individual\u201d means the\nindividual\u2019s children, the children of that individual\u2019s children, the children of\nthose children, and so on.\n4.\nFor the purpose of paragraph 3, the term \u201cchildren\u201d includes step-children.\nPublication in consolidated and revised form authorised by the Cabinet this 7th day\nof January, 2020.\nKim Bullings\nClerk of Cabinet\n\nSecurities Investment Business Law (2020 Revision)\nENDNOTES\n\nc\nRevised as at 31st December, 2019\nPage 53\n\nENDNOTES\nTable of Legislation History:\n\nSL #\nLaw #\nLegislation\nCommencement\nGazette\n\n8\/2019\nSecurities Investment Business (Amendment) Law, 2019\n18-Jun-2019\nLG21\/2019\/s2\n\nSecurities Investment Business Law (2019 Revision)\n21-Feb-2019\nLG4\/2019\/s4\n44\/2018\nSecurities Investment Business (Amendment) Law, 2015\n(Commencement) Order, 2018\n31-Dec-2018\nG99\/2018\/s2\n13\/2015\nSecurities Investment Business (Amendment) Law, 2015\n1-Jan-2019\nGE73\/2015\/s3\nSecurities Investment Business Law (2015 Revision)\n17-Jul-2015\nGE53\/2015\/s25\n24\/2012\nSecurities Investment Business (Amendment) Law, 2012\n11-Dec-2012\nGE123\/2012\/s1\n\n19\/2012\nDirector of Public Prosecutions (Miscellaneous Amendments)\nLaw, 2012 (part)\n17-Sep-2012\nGE90\/2012\/s17\n\nSecurities Investment Business Law (2011 Revision)\n21-Nov-2011\nG24\/2011\/s10\n15\/2011\nSecurities Investment Business (Amendment) Law, 2011\n27-Apr-2011\nGE32\/2011\/s2\nSecurities Investment Business Law (2010 Revision)\n22-Nov-2010\nG24\/2010\/s9\n26\/2009\nSecurities Investment Business (Amendment) Law, 2009\n26-Nov-2009\nGE83\/2009\/s1\nSecurities Investment Business Law (2004 Revision)\n23-Aug-2004\nG17\/2004\/s10\n37\/2003\n\nSecurities Investment Business Law, 2001 (Further\nCommencement) Order, 2003\n28-Jul-2003\nG15\/2003\/s17\n32\/2002\nSecurities Investment Business Law, 2001 (Commencement)\nOrder, 2002\n14-Aug-2002\n GE29\/2002\/s1\nSecurities Investment Business Law (2003 Revision)\n14-Jul-2003\nG14\/2003\/s8\n21\/2002\nSecurities Investment Business (Amendment) Order, 2002\n15-Aug-2002\nGE30\/2002\/s1\n44\/2001\nSecurities Investment Business Law, 2001\n29-Jul-2003\nGE13\/2002\/s2\n\nENDNOTES\nSecurities Investment Business Law (2020 Revision)\n\nPage 54\nRevised as at 31st December, 2019\nc\n\nSecurities Investment Business Law (2020 Revision)\nENDNOTES\n\nc\nRevised as at 31st December, 2019\nPage 55\n\nENDNOTES\nSecurities Investment Business Law (2020 Revision)\n\nPage 56\nRevised as at 31st December, 2019\nc\n\n(Price: $11.20)","akn_extracted_at":"2026-06-22 15:37:33.241314+00","cms_id":"2001-0044","law_type":"principal","year":"2001","number":"44","title":"Securities Investment Business Act","status":"in_force"},"provenance":{"files":[{"file_id":"5201","expr_id":"305","kind":"akn_xml","filename":"2001-0044_2020 Revision.akn.xml","source_url":null,"storage_path":"\/Users\/q\/kyleg-data\/working\/PRINCIPAL\/2001\/2001-0044\/2001-0044_2020 Revision.akn.xml","content_md5":"f2144d14c1acc12a9f2483fae3868952","byte_size":"102913","http_last_modified":null,"fetched_at":"2026-06-22 15:37:34.083453+00"},{"file_id":"609","expr_id":"305","kind":"pristine_pdf","filename":"2001-0044_2020 Revision.pdf","source_url":"\/cms\/images\/LEGISLATION\/PRINCIPAL\/2001\/2001-0044\/2001-0044_2020 Revision.pdf","storage_path":"\/Users\/q\/kyleg-data\/pristine\/PRINCIPAL\/2001\/2001-0044\/2001-0044_2020 Revision.pdf","content_md5":"50874e1b5f05f7ffb4f356748083214f","byte_size":"1531193","http_last_modified":null,"fetched_at":"2026-06-21 23:09:37.821185+00"},{"file_id":"610","expr_id":"305","kind":"working_pdf","filename":"2001-0044_2020 Revision.pdf","source_url":"\/cms\/images\/LEGISLATION\/PRINCIPAL\/2001\/2001-0044\/2001-0044_2020 Revision.pdf","storage_path":"\/Users\/q\/kyleg-data\/working\/PRINCIPAL\/2001\/2001-0044\/2001-0044_2020 Revision.pdf","content_md5":"50874e1b5f05f7ffb4f356748083214f","byte_size":"1531193","http_last_modified":null,"fetched_at":"2026-06-21 23:09:37.821185+00"}],"paragraph_count":34,"latest_history":null},"quality":{"expr_id":"305","doc_id":"305","quality_state":"needs_review","quality_score":"84","needs_human_review":"t","deterministic_categories":"{duplicate_text,page_header_footer_noise}","llm_categories":"{truncated_text,duplicate_text,other}","repair_actions":"{collapse_duplicate_text,manual_review,reextract_full_text,strip_page_furniture}","finding_severity_counts":"{\"low\": 2, \"medium\": 1}","finding_summary":"Sample shows likely truncation and repeated section headers; human review recommended to ensure completeness and clean formatting.","assessed_at":"2026-06-22 15:29:45.31657+00","updated_at":"2026-06-22 15:29:45.31657+00"}}