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Relevant regulation for Securities Dealer License
A Seychelles Securities Dealer License is a license that permits a company to trade with securities either as a principal (on its own account) or as an agent ( on behalf of its clients). Its legal basis for providing the services of a securities dealer is the Securities Act 2007 (amended in 2020) and its Regulations. The regulator of this activity is the Seychelles Financial Services Authority (“FSA”). So, if you want to deal with it - licensing by the FSA is a compulsory step. The FSA can issue the Securities Dealer License either Unrestricted, Restricted and Exempt Overseas.
To be able to engage in securities dealer business in Seychelles, a license from the FSA is obligatory
Step by step description
Step 1 – Company incorporation:
To obtain a license you must first have an incorporated Seychelles business compliant with the regulations of the Seychelles Companies Act. Here what you need to do:
- Select company type and name;
- Prepare documents;
- Submit application to the Registrar of Companies.
Step 2 – License application preparation:
Once you have successfully registered your company, you need to complete the required documents to apply for a Securities Dealer's License with the FSA:
- A cover letter signed by the applicant or the agent of the applicant;
- A completed application form;
- The relevant application fee;
- Certified true copies of the constitutional documents of the applicant;
- Personal questionnaire forms completed by each director, securities dealer representative applicants, compliance officer and key individuals of the application;
- Questionnaire form for shareholders and beneficial owners completed by each shareholder and beneficial owner that holds no management position in the proposed Securities Dealer;
- Audited financial statements of the applicant for the past 2 years except in the case of an applicant who was incorporated within the last 12 months;
- The last audited financial statements of the controlling owners of the applicant if the controlling owner is a non-individual;
- Proof of source of funds or wealth;
- Proof of Physical Place of Office;
- The Representative Licence application form;
- Notice of place at which the Register of Securities is to be kept;
- A written notification from the representative;
- A copy of the insurance quotation of the applicant;
- A detailed business plan;
- Internal operations manual;
- Client service agreement or terms of business;
- Conflict of interest policy;
- Compliance manual;
- Anti – money laundering manual;
- Complaints handling manual;
- Business continuity plan.
Step 3 – Opening a corporate account:
You must have a minimum issued and paid-up capital of $50,000 for the time of the application process for license.
Step 4 – Filling of the application with the FSA:
- 1 certified true copy of passport(s);
- 1 recent passport-sized photograph signed at the back by the certifier;
- 1 certified proof of residential address that is not older than three months e.g. utility bill and/or bank statement and/or tenancy agreement;
- 1 original bank reference from each bank with which you are affiliated and/or a report from Credit Rating Agency from country of residence (if available);
- Certified copies of stated higher academic qualifications;
- Certified copies of stated professional qualifications;
- Certified copies of stated membership to professional bodies;
- Detailed job description of your proposed role or position;
- Latest employment references (if applicable);
- A list of directorships, partnerships, other business interests or affiliations (if applicable);
- Original police character reference/certificate not older than 3 months from the country in which the applicant resides or its equivalent;
- Tax clearance certificate from the country in which the applicant resides or its equivalent;
- Politically exposed person self-declaration form.
- Proof of appointment as nominee e.g. Declaration of Trust, Deed of Indemnity or its equivalent;
- Evidence of source of fund/wealth.
You must submit application and required documents to the FSA. It also should be accompanied by:
1. For directors, representative, compliance officer and key individuals:
2. For shareholders and beneficial owners additionally:
Step 5 – Obtaining the licenseIf all of the above steps are completed correctly, the FSA will approve the license.
Step 6 – Registering for taxAfter obtaining the license, you need to register your business with the Seychelles Revenue Commission to obtain a tax identification number.
Understanding requirements in Seychelles
Applicants may apply for the license, upon processing the application, the FSA may also decide to grant a Restricted Securities Dealer Licence to the applicant.
And there is also an exemption from the licensing requirement in cases where the applicant is a recognised Overseas Securities Dealer and holds current membership to deal on a Seychelles Securities Exchange (referred to as “Exempt Overseas Securities Dealer”).
So, complying with certain requirements you can obtain Securities Dealer License either unrestricted, restricted and exempt overseas
Compliance with the aforesaid requirements is mandatory for obtaining a license
Requirements for Securities Dealer License registration in Seychelles
The FSA will not grant a license unless it is satisfied that the applicant meets the following requirements:
- Company registration - the applicant must be incorporated under the Companies Act or under the laws of a recognized jurisdiction;
- Number of directors - at least 2 natural person appointed as fit and proper directors (no nationality or residency restriction)
- Representative - at least one individual who is licensed as a representative under section 52 of the Securities Act 2007
- Capital - minimum paid-up capital of $50,000
- Compliance officer - yes, he must be fit and proper
- Physical presence - must have physical place of business within the jurisdiction
- Insurance - yes, the applicant should comply with the insurance requirement under section 73 of the Securities Act 2007
- Fit and proper requirement - yes, the applicant must satisfy the FSA that it is a fit and proper person to be licensed as a dealer
- Financial requirement - if licensed, the applicant should comply with any financial resources regulations that may apply to it
- Keeping records or other documents - the applicant must have specified premises that are suitable for keeping records or other documents
Taxes and concessions for Securities Dealer
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The content of this article is intended to provide a general guide to the subject matter, not to be considered as a legal consultation.