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Directive of the Cyprus Securities and Exchange Commission regarding the Certification of Persons and the Certification Registers

Michalaki, Pitsillidou Law Firm > English Articles  > Directive of the Cyprus Securities and Exchange Commission regarding the Certification of Persons and the Certification Registers

Directive of the Cyprus Securities and Exchange Commission regarding the Certification of Persons and the Certification Registers

No. 4874, 22.5.2015 R.A.D. 174/2015

Directive of the Cyprus Securities and Exchange Commission regarding the Certification of Persons and the Certification Registers

ORDER OF SECTIONS

PART Ι INTRODUCTORY PROVISIONS

Paragraph 1 Short title

Paragraph 2 Definition

Paragraph 3 Objective

Paragraph 4 Scope

Paragraph 5 Certified Persons

PART IΙ EXAMINATIONS

Paragraph 6 Frequency of examinations

Paragraph 7 Examinations announcement

Paragraph 8 Participation in the examinations

Paragraph 9 Examination fees

Paragraph 10 Structure of examinations

Paragraph 11 Language of examinations

Paragraph 12 Cooperation of the Commission with third parties

Paragraph 13 Examination success

Paragraph 14 Examination results

PART ΙΙΙ PUBLIC REGISTER

Paragraph 15 Register for Compliance Officers

Paragraph 16 Registration in the Certification Registers

Paragraph 17 Renewal of Registration in the Certification Registers

Paragraph 18 Submission of details to the Commission

Paragraph 19 Time for submission of details

Paragraph 20 Deletion from the Certification Registers

Paragraph 21 Re-registration in the Certification Registers

PART ΙV FINAL AND TRANSITIONAL PROVISIONS

Paragraph 22 Persons registered in the Public Register at the time of entry into

force of this Directive

Paragraph 23 Repeal of Directives on entry into force of this Directive

Paragraph 24 Transitional Provisions

Paragraph 25 Entry into force

The present English text is for information purposes only and is not legally binding. The legally binding document is in the Greek language. The Cyprus Securities and Exchange Commission exercising the powers vested in it by virtue of:

(a) articles 18(2)(a), 53(2) & (3), 54 and 56 of the Investment Services and Activities and Regulated Markets Law of 2007 and

(b) article 59 of the Prevention and Suppression of Money Laundering and Terrorist Financing Law of 2007

(c) articles 9(3) & (4) and 31 of the Law regulating Companies providing Administrative

Services and Related Matters of 2012

(d) articles 34(1)(a) and 112(2) & (6) of the Open-Ended Undertakings for Collective Investment Law of 2012,

(e) articles 53(2)(d), 103 and 116(a)(iii) & (13) of the Alternative Investment Funds Law of 2014

(f) articles 8(8)(c) & 18 of the Alternative Investment Fund Managers Law of 2013

hereby issues the following Directive:

PART Ι

INTRODUCTORY PROVISIONS

Short title 1. This Directive will be cited as the Directive regarding the Certification

of persons and the public register.

Definition 2. In this Directive, unless the context shall otherwise prescribe:

L144(Ι) of 2007

L106(Ι) of 2009

L154(Ι) of 2012

L193(I) of 2014

«public register» shall mean the register as defined in paragraph

15(1) of this Directive and shall include the Public Register as defined

in article 53 of the Investment Services and Activities and Regulated

Markets Law

L73(I) of 2009

L5(I) of 2012

L65(I) of 2014

«Securities and Exchange Commission» or «Commission» shall

mean the legal person of public law which is governed by the Cyprus

Securities and Exchange Commission Law.

«registered persons» shall mean the persons who are registered in

the respective public registries.

«examinations» shall mean the examinations as defined in article

53(1) of the Investment Services and Activities and Regulated

Markets Law, which are carried out in accordance with Part II of this

Directive as well as any other examinations as defined in this

Directive·

The present English text is for information purposes only and is

not legally binding. The legally binding document is in the Greek

language.

L188(I) of 2007

L58(I) of 2010

L80(I) of 2012

L192(I) of 2012

L101(I) of 2013

L184(I) of 2014

RAD 480 of 2012

«compliance officer» shall mean the person appointed for the

purposes of compliance with the Prevention and Suppression of

Money Laundering and Terrorist Financing Law and has the meaning

and duties that are appointed to this term in paragraph 2 of Directive

DI144-2007-08 of 2012 for the Prevention and Suppression of Money

Laundering and Terrorist Financing

«certification registries» shall mean the public registry and the registry

for compliance officers

«registry for compliance officers» shall mean the registry as described

in paragraph 15(2) of this Directive

L56(I) of 2013

L8(I) of 2015

«AIFM Law» shall mean the Alternative Investment Fund Managers

Law

«IF Law» shall mean the Investment Services and Activities and

Regulated Markets Law·

L131(I) of 2014

L11(I) of 2015

«AIF Law» shall mean the Alternative Investment Funds Law

L.78(Ι) of 2012

«UCITS Law» shall mean the Open-Ended Undertakings for

Collective Investment Law of 2012·

«person» shall mean a natural person·

«associated person» shall mean

(a) the spouses and blood relatives or relatives by affinity of up to first

grade,

(b) a company, in which the person holds or controls directly or

indirectly at least twenty percent (20%) of the voting rights in General

Meeting,

(c) a person who according to the judgement of the Commission is

depending from or has common interests in a substantial extent with

that person·

«candidate» shall mean the natural person who wishes to participate

in the examinations of this Directive.

Without prejudice to the above provisions, any terms used in this

The present English text is for information purposes only and is

not legally binding. The legally binding document is in the Greek

language.

Directive and not otherwise interpreted shall have the meaning

attributed to them by the Laws under which this Directive is issued by.

Where in this Directive a reference is made to a Law, this shall include

the Regulatory Administrative Acts issued thereof.

Objective 3. This Directive shall, among other things, :

(a) determine, specify or clarify the frequency, the organisation and

the content of the examinations and the examination content;

(b) determine every relevant issue in relation to the creation of the

certification registries , the procedure of their update, the registration,

renewal of registration and deletion of persons registered in them;

(c) determine the level of examination fees and the fees for the annual

renewal of registration in the certification registers; and

(d) determine, specify or clarify any other matter that has to be

determined, specified or clarified by virtue of the Laws and articles as

defined in the preamble of this Directive.

Scope 4. This Directive shall apply to the following persons:

(1) Subject to the provisions of article 15 of the IF Law, the persons

who wish to be certified or who are already certified to work in Cyprus

Investment Firms, or by a tied agent established in the Republic and

to provide the investment services or to perform the investment

activities mentioned below:

(a) reception and transmission of orders regarding one or more

financial instruments;

(b) execution of orders on behalf of clients;

(c) dealing on own account;

(d) portfolio management;

(e) investment advice;

(f) underwriting of financial instruments and/or placing of financial

instruments on/without a firm commitment basis.

(2) Subject to the provisions of article 111(1)(b) of the UCITS Law, to

persons who wish to be certified in order to be able to work in a

The present English text is for information purposes only and is

not legally binding. The legally binding document is in the Greek

language.

Management Company, or Investment Company of Variable Capital

which has obtained an operational licence in the Republic, or to

persons who enter into a contract with the UCITS Management

Company for the marketing of UCITS units in the Republic, or to their

representatives established in the Republic in order to provide the

following services:

(a) UCITS investment management;

(b) marketing of UCITS or other Collective Investment Firm units;

(c) investment management by virtue of article 109(4)(a) of the

UCITS Law;

(d) provision of investment advice for one or more financial

instruments by virtue of article 109(4)(b) of the UCITS Law;

(3) To every person who wishes to be appointed as or provide

services, to a regulated by CySEC legal person, as a compliance

officer for the purposes of compliance with the Prevention and

Suppression of Money Laundering and Terrorist Financing Law.

It is provided that wherever compliance officer is mentioned, it shall

include, where it applies, every other person which performs, to any

degree, the duties of a compliance officers.

(4) Subject to the provision of articles 18(2)(a) of CIF Law, 112 of

UCITS Law, 18 of AIFM Law, 53(2)(d) and 116(3)(a)(ii) of AIF Law, to

every person who wishes to be appointed as or provide the services

of the compliance function as stated in the said articles.

It is provided that the duties mentioned in this subparagraph do not

include the duties of the compliance officer which require a separate

certification as outlined in subparagraph 3 above.

(5) Subject to the provision of articles 8(2)(c) of AIFM Law and

53(2)(a)(iv) of AIF Law, to every person who wishes to be certified to

be able to be employed to an Alternative Investment Funds Manager

or to a self-managed Alternative Investments Fund which has

obtained an operational licence in the Republic or to persons who

enter into a contract with the UCITS Management Company for the

marketing of UCITS units in the Republic, or to their representatives

established in the Republic in order to provide the following services:

The present English text is for information purposes only and is

not legally binding. The legally binding document is in the Greek

language.

a) Of article 6(5)(a) of AIFM Law and article 6(1)(a) of AIF

Law

b) Marketing of units of AIF according to article 33 of AIF Law

c) Management of portfolios of investments according to

paragraph (a) of section 6 of article 6 of AIFM Law

d) The services described in paragraph (b) of section 6 of

article 6 of AIFM Law

Certified persons 5. (1) Subject to the provisions of article 15 of the IF Law, a person may

provide/perform any investment services/activities contained in

paragraph 4(1), if:

(a) the person has succeeded in the advanced examination as

defined in Part II; and

(b) the person is registered in the public register as defined in Part

IΙΙ.

(2) Notwithstanding the provisions of subparagraph (1) and subject to

the provisions of article 15 of the IF Law, a person may provide only

the investment services of paragraphs 4(1)(a) and 4(1)(b), if:

(a) the person has succeeded in the basic examination as defined

in Part ΙΙ; and

(b) the person is registered in the public register as defined in Part

ΙΙΙ.

(3) Subject to the provisions of article 111(1)(b) of the UCITS Law, a

person may provide any of the activities of paragraph 4(2), if:

(a) the person has succeeded in the advanced examination as

defined in Part II; and

(b) the person is registered in the public register as defined in

Part IΙΙ.

(4) Notwithstanding the provisions of subparagraph (3) and subject to

the provisions of article 111(1)(b) of the UCITS Law, a person may

provide only the activities of paragraph 4(2)(b), if:

(a) the person has succeeded in the basic examination as defined

in Part ΙΙ; and

(b) the person is registered in the public register as defined in Part

ΙΙΙ.

(5) A person may be appointed as a compliance officer if they:

The present English text is for information purposes only and is

not legally binding. The legally binding document is in the Greek

language.

(a) have succeeded in the examination of Part II; and

(b) are registered in the registry for compliance officers according to

Part II

(6) A person may be appointed as or provided the services of a

compliance officer in the context of paragraph 4(4) above, if they:

(a) have succeeded in the advanced examination, according to

Part II; and

(b) are registered in the public register according to Part III

(7) A person may be appointed as or provide the services of

paragraph 4(5) if they:

(a) have succeeded in the advanced examination, according to Part

II; and

(b) are registered in the public register, according to Part III

(8) The Commission may, but only in exceptional circumstances,

notwithstanding the provisions of subparagraphs (5) – (7) above, to

allow for the appointment of a person who is not registered in the

relevant certification registry, provided that the Commission is

informed beforehand in writing, by the legal person who wishes to

appoint the said person and approves the said appointment or

undertaking of duties, giving the said person a deadline of 2

examinations within a period of 6 months, during which the said

person must register in the relevant certification registry.

PART ΙΙ

EXAMINATIONS

Frequency of

examinations

6. The examinations are carried out at least once (1) a year.

Examinations

announcement

7. (1) The examinations shall take place following a relevant

announcement by the Commission published on its website.

(2) The announcement of subparagraph (1) shall determine:

(a) the exact date of the examinations;

(b) the examination content;

The present English text is for information purposes only and is

not legally binding. The legally binding document is in the Greek

language.

(c) how to submit the application for participating in the

examination;

(d) the deadline for the submission of the application;

(e) how to pay the fees referred to in paragraph 8; and

(f) anything else related to the examinations

Participation in the

examinations

8. (1) The candidate should submit to the Commission, within the

deadline specified in the announcement of paragraph 6, an

application form duly completed.

The application document is prepared by the Commission and shall

be available from the Commission’s website.

(2) The Commission may request clarifications or confirm the

information contained in the application of subparagraph (1).

Examination fees 9. (1) Candidates are obliged to pay to the Commission examination

fees of two hundred euro (€200) for the basic examination, three

hundred euro (€300) for the advanced examination and three

hundred euro (€300) for the compliance officers examination.

(2) A candidate who for whatever reason does not attend the

examinations or does not succeed in the examinations, in

accordance with paragraph 13, shall not be entitled to the return of

the fees of subparagraph (1).

Structure of

examinations

10. Taking into consideration the investment services and activities of

paragraph 4 and subject to the provisions of paragraph 5, three

independent examinations shall take place:

(a) the basic examination; and

(b) the advanced examination; and

(c) the compliance officers examination.

Language of

examinations

11. The examinations shall be held in the Greek or English language,

according to the candidate’s choice.

Cooperation of the

Commission with third

parties

12. (1) The Commission may cooperate with universities, educational

institutions or specialists or scientists and delegate to them, on a

case by case basis, specific duties regarding the conduction of the

examinations, such as the preparation of the examination topics, the

assessment of the papers and in general the provision of support in

the preparation and the conduction of the examinations.

The present English text is for information purposes only and is

not legally binding. The legally binding document is in the Greek

language.

(2) Persons of subparagraph (1), should have no direct or indirect

relation (professional, financial or otherwise) with Investment Firms,

Management Companies , Investment Companies of Variable

Capital, Administrative Services Providers or Alternative Investment

Funds Managers or other relevant companies or organisations which

are affected by this Directive and they should not create any such

relation during their cooperation with the Commission.

(3) The persons of paragraph (1) who undertake the carrying out of

the examinations and the persons connected to them, may not

provide any preparatory courses for the examinations or proceed to

any acts that may put into doubt the unimpeachable procedure of the

examinations and the reputation of the Commission.

Examination success 13. (1) The maximum grade for each examination of paragraph 9 is one

hundred (100) points and the minimum grade is zero (0). A

successful candidate is the person who has acquired the following

score:

(i) at least 60 points, in each examination of paragraph 9 and

5(1)(2)(3)(4) and (6) and from the 1st of September 2015, a

successful candidate shall be the person who will have acquired

at least 70 points (instead of 60).

(ii) at least 70 points in the examination for the compliance

officers, from the first examination, whenever this is set.

(2) In case a candidate who participates in the examinations brings

with him in the examination room any object or mean of cheating or

cheats during the examination in any way or makes noise and does

not comply with the recommendations of the supervisors trying to

cheat or to prevent the examination of the other candidates or he is

acting fraudulently in any way, he shall be removed from the room

and assessed with the minimum grade of zero (0).

(3) Candidates of subparagraph (2) may participate in the

examinations of Part II, 2 years after the date of their participation in

the examinations.

Examination results 14. The Commission shall prepare and make public on its website a

table of the successful candidates.

The present English text is for information purposes only and is

not legally binding. The legally binding document is in the Greek

language.

PART ΙΙΙ

PUBLIC REGISTER

Public Register and the

Register for compliance

officers

15. (1) The Commission shall prepare and maintain a public register

freely accessible by the public, in which all persons who have

succeeded in the examinations, held by the Commission according

to the provisions of this Directive, shall be registered into with the

exception of compliance officers.

(2) The Commission shall prepare and maintain a register for the

compliance officers, freely accessible by the public, in which all

persons who have succeeded in the compliance officers

examination, held by the Commission according to the provisions of

this Directive, shall be registered into.

Registration in the

public register

16. (1) The Commission shall register the successful candidates of

paragraph 14 in the public register.

(2) The date of registration in the public register shall be the date of

publication of the table of the successful candidates of paragraph 14

on the Commission’s website.

Renewal of registration

in the public register

17. (1) Persons registered in the public register shall be obliged to renew

their registration in the public register within two months from the end

of each calendar year that follows their registration in the public

register:

(2) Persons registered in the public register shall be deemed to have

renewed their registration when they:

(a) submit to the Commission a statement of continued

professional training on topics that fall within the relevant

legislation which applies to them and which relates directly to the

duties which they will undertake as part of their certification, of a

duration of:

i. five (5) hours for persons registered in the public register

for the basic examination

ii. ten (10) hours for persons registered in the public register

for the advanced examination,

iii. ten (10) hours for persons registered in the register for

The present English text is for information purposes only and is

not legally binding. The legally binding document is in the Greek

language.

compliance officers,

for each calendar year.

(b) pay to the Commission an annual renewal fee of eighty euro

(€80).

(3) Should a person registered in the public register fail to renew his

registration within the deadline provided for in subparagraph (1),

person should pay an additional renewal fee equal to 60% of the

annual registration fee.

The last date for renewal of registration with the additional renewal

fee as set in this paragraph, shall be set at the end of June of each

calendar year.

(4) Persons registered in the public register should keep a record

with their continued professional training and maintain evidence of

such training.

(5) Persons registered in the public register should maintain the

record mentioned in subparagraph (4) for five years and make it

available for inspection at any time by the Commission.

Submission of details to

the Commission

18. The Form of paragraph 8 shall be submitted to the Commission in

electronic format or hard copy. The statement of paragraph 17(2)(a)

shall be submitted to the Commission in electronic format only.

Time of submission of

details

19. The submission of details in electronic format shall be deemed to be

made and received by the Commission only when accepted by the

Commission’s electronic system.

Deletion from the public

register

20. Persons registered in the public register shall be deleted from the

public register in the following cases:

(a) In case of failure to renew the registration according to paragraph

17.

(b) In case a person registered in the certification registers is

convicted for a criminal offence relating to the performance of his

duties

(c) In case the Commission, acting within its duties, decides, with

justification of its decision, that the registered person is deemed

inappropriate to carry out its work.

(d) In case where the person provides information , for the purposes

of compliance with this Directive, which is false.

The present English text is for information purposes only and is

not legally binding. The legally binding document is in the Greek

language.

Re-registration in the

public register

21. Persons deleted from the public register according to paragraph 20,

may re-register subject to the provisions of Part ΙΙ.

It is provided that in exceptional and justified circumstances, the

Commission may examine an application to re-register which is

submitted within a period of twelve (12) months from the expiration of

the deadline in paragraph 17(3). In case of approval of such

application, the Commission may demand from the said person to

cover the hours of professional training they might have missed or to

attend extra hours of professional training other than those specified

in paragraph 17(2)(a).

PART ΙV

FINAL AND TRANSITIONAL PROVISIONS

Persons registered in

the Public Register

22. Persons who have already registered in the public register according

to the Directives repealed in paragraph 23, shall remain registered in

the public registry.

Repeal of Directives on

entry into force of this

Directive

RAD. 4609, 30.11.2012

RAD. 4653, 12.4.2013

RAD 4732, 15.11.2013

RAD 4826, 17.10.2014

23. At the date of entry into force of this Directive, the Directive regarding

the certification of persons and the public registry R.A.D. 499/2012

and amending Directives R.A.D 118/2013, R.A.D. 403/2013 and

R.A.D. 466/2014, shall be repealed.

Transitional provisions 24. (1) Regarding the persons who, at the date of entry into force of this

Directive, are employed or appointed as compliance officers by a

legal person which has acquired an operational licence by the

Commission or are employed or appointed to perform the duties of

the compliance function according to paragraph 4(4) or duties and

responsibilities as laid out in paragraph 4(5), the following shall

apply:

a) They must submit an application to take part in the relevant

examination, as soon as possible,

b) If they fail to succeed in the relevant examination, they

should apply for the next examination. The maximum

number of participations shall be two (2) times within a

period of twelve (12) months. The twelve month period

The present English text is for information purposes only and is

not legally binding. The legally binding document is in the Greek

language.

begins on the date of the Commission’s first announcement

for the examination period..

c) In case of failure on the second attempt, as described in

subparagraph (b) above, then their employment or

assignment or appointment in a legal person which has

acquired an operational licence by the Commission, shall

not be continued.

d) Until they succeed at the examinations within the period of

twelve (12) months, as described in subparagraph (b)

above, the said natural persons shall continue to perform

their duties without being registered in a certification

registry.

(2) Regarding the persons who, at the date of entry into force of this

Directive, are employed or appointed or intend to be appointed or

employed, to perform the duties or operations as set out in

paragraphs 4(4) and 4(5) above, and are already registered in the

certification registry after having succeeded in the advanced

examination of paragraph 5(1) or (3), depending on the case, are not

required to act any further.

Entry into force 25. This Directive shall enter into force as of its publication in the Official

Gazette of the Republic.

Source : Cysec

For more information and guidance get in touch with our lawyers or email iMPK Global Business Law Firm – Cyprus Lawyers, at info@impklawyers.com .Tel. +357 99345000 – Fax +357 25 660097

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