Regulation No. 2014-01 on Financial Promotion and Off-Premises Offers

REGULATION ON FINANCIAL PROMOTION AND OFF-PREMISES OFFERS year 2014 / number 01 (Consolidated text as of 29/01/2026 - Update IX)

Central Bank of the Republic of San Marino Regulation No. 2014-01 on financial promotion and off-premises offers – Update IX 2

TABLE OF CONTENTS

TITLE I DEFINITIONS AND GENERAL PROVISIONS ON OFF-PREMISES OFFERS................................................................3 Article 1 – Definitions.........................................................................................................................................3 Article 2 – Scope of application and exclusions............................................................................................4 Article 3 – Authorized entities that may conduct off-premises offers ................................................4 Article 4 – Validity of contracts concluded off-premises ....................................................................................4 Article 5 – Liability of the authorized entity........................................................................................5 Article 6 – Rules of conduct, transparency and client protection...............................................5

TITLE II REGISTER AND PROVISIONS ON FINANCIAL PROMOTERS AND EMPLOYEES OF AUTHORIZED ENTITIES CONDUCTING OFF-PREMISES OFFERS ..................................................6 Chapter I Establishment, content and publication of the register ................................................................................................................................ 6 Article 7 – Establishment of the register .....................................................................................................................6 Article 8 – Content of the register.....................................................................................................................6 Article 9 – Publication and maintenance of the register................................................................................................7

Chapter II Requirements and procedure for registration in the register...................................................................................................................... 7 Article 10 – Reputational requirements...................................................................................................................7 Article 11 – Professional requirements for financial promoters ................................................................8 Article 12 – Impeding situations and incompatibilities for financial promoters ...........................9 Article 13 – Application for registration in the register................................................................................................9 Article 14 – Measures by the Central Bank ........................................................................................ 10

Chapter III Suspension and deletion from the register..................................................................................................................................... 11 Article 15 – Suspension upon request by the party................................................................................................. 11 Article 16 – Suspension ex officio.................................................................................................................. 11 Article 17 – Deletion upon request by the party............................................................................................... 11 Article 18 – Deletion ex officio ............................................................................................................... 11 Article 19 – Procedure and effects of suspension and deletion measures ..................... 12

Chapter IV Organizational and conduct rules for off-premises offerers............................................................................ 13 Article 20 – General conduct rules for financial promoters.................................... 13 Article 21 – Presentation and conduct rules towards clients.......................................... 14 Article 22 – Documentation retention by off-premises offerers.......................... 15 Article 23 – [ABROGATED]............................................................................................................................ 16

Chapter V Supervision................................................................................................................................................................................ 16 Article 24 – Powers of the Supervisory Authority................................................................................................ 16 Article 24-bis – Inspections of financial promoters ............................................................... 16 Article 25 – Documentation to be sent to the Supervisory Authority by financial promoters . 17 Article 26 – Communication obligations........................................................................................................ 18 Article 27 – Sanctions......................................................................................................................................... 18

TITLE III CROSS-BORDER OPERATIONS.......................................................................................19 Article 28 – Cross-border operations of financial promoters registered in the register......................................... 19

TITLE IV TRANSITIONAL AND FINAL PROVISIONS ...................................................................................19 Article 29 – Financial promoters already registered in the list of financial promoters kept by the Central Bank.................................................................................................................................................................. 19 Article 30 – Repealed provisions ................................................................................................................. 19 Article 31 – Models .......................................................................................................................................... 20

ANNEXES............................................................................................................................................................... 21 ANNEX A ...........................................................................................................................................................................................22

Central Bank of the Republic of San Marino Regulation No. 2014-01 on financial promotion and off-premises offers – Update IX 3

TITLE I DEFINITIONS AND GENERAL PROVISIONS ON OFF-PREMISES OFFERS

Article 1 – Definitions

1. For the purposes of this Regulation, the following terms are understood as: ▪ “Central Bank”: the Central Bank of the Republic of San Marino; ▪ “professional clients”: the subjects referred to in Annex 1 of Regulation No. 2024-05 on investment services and activities; ▪ “placement with the public”: the collection by off-premises offerers of contractual proposals signed by clients, followed by forwarding to the authorized entity on whose behalf the off-premises offerers operate; ▪ “identification document”: a document, containing a photograph and the indication of all personal details of a natural person, issued by a national or foreign public authority; ▪ “corporate representatives”: the subjects who perform functions of administration, management or control in authorized entities referred to in Article 15 of the LISF; ▪ “Companies Law”: Law No. 47 of 23 February 2006; ▪ “LISF”: Law No. 165 of 17 November 2005; ▪ “off-premises offer”: the promotion and placement with the public:

1. of financial instruments in a place other than the registered office or branches of the issuer, the investment proposer or the authorized entity entrusted with the promotion or placement;
2. of investment services in a place other than the registered office or branches of the authorized entity providing, promoting or placing the service; ▪ “off-premises offerer”: the financial promoter or the employee of authorized entities who conducts off-premises offers; ▪ “promotion to the public”: the advertising and personalized presentation by off-premises offerers to potential clients of contractual proposals provided by the authorized entity on whose behalf the off-premises offerers operate; ▪ “financial promoter”: a natural person who, as an agent or mandatary, professionally conducts off-premises offers of financial instruments and investment services referred to in Article 24 of the LISF; ▪ “register”: the public register of financial promoters referred to in Article 25 of the LISF, including a specific section dedicated to employees of authorized entities conducting off-premises offers; ▪ “investment services”: the investment services and activities referred to in letter D of Annex 1 to the LISF; ▪ “authorized entities”: the entities that have obtained authorization to conduct one or more reserved activities pursuant to the LISF, including foreign entities authorized pursuant to Article 75 of the LISF;

Central Bank of the Republic of San Marino Regulation No. 2014-01 on financial promotion and off-premises offers – Update IX 4 ▪ “financial instruments”: the financial instruments referred to in Annex 2 to the LISF together with structured deposits referred to in Article I.I.2 of Regulation No. 2024-05. 2. Unless otherwise specified, for the purposes of these provisions, the definitions contained in the LISF apply. 3. In the subsequent articles of this Regulation, words referring to these definitions are printed in small capitals.

Article 2 – Scope of application and exclusions

1. This Regulation governs the professional exercise of the activity of FINANCIAL PROMOTER and OFF-PREMISES OFFER of FINANCIAL INSTRUMENTS and INVESTMENT SERVICES within the territory of the Republic of San Marino.
2. OFF-PREMISES OFFER made towards PROFESSIONAL CLIENTS does not constitute an off-premises offer. The promotion and placement of FINANCIAL INSTRUMENTS and INVESTMENT SERVICES conducted off-premises towards PROFESSIONAL CLIENTS other than AUTHORIZED ENTITIES must nevertheless be carried out on behalf of providers of INVESTMENT SERVICES authorized pursuant to Regulation No. 2024-05.

Article 3 – Authorized entities that may conduct off-premises offers

1. AUTHORIZED ENTITIES may conduct OFF-PREMISES OFFER of INVESTMENT SERVICES to which they are authorized. If the authorization also includes the placement service, FINANCIAL INSTRUMENTS and INVESTMENT SERVICES provided by other AUTHORIZED ENTITIES by the CENTRAL BANK may also be OFFERED OFF-PREMISES.
2. For OFF-PREMISES OFFER, AUTHORIZED ENTITIES must avail themselves of FINANCIAL PROMOTERS registered in the REGISTER, or of their own employees registered in a specific section of the same REGISTER.
3. FINANCIAL PROMOTERS may also promote off-premises banking services and products, in compliance with the rules on client relations set forth in Regulation No. 2007-07 on savings collection and banking activity, in particular Articles X.III.3 and X.IV.13; as well as promote off-premises services or products falling within the exercise of the activity referred to in letter B of Annex 1 to the LISF, in compliance with the rules on client relations set forth in Regulation No. 2011-03 on lending activity (finance companies), in particular Articles X.III.3 and X.IV.13.

Article 4 – Validity of contracts concluded off-premises

1. Without prejudice to what is provided by implementing regulations of the LISF, governing the exercise of specific reserved activities, the validity of contracts concluded off-premises is suspended for a period of eight days starting from the date of signature by the client. Within this term, the client may communicate in writing their withdrawal without costs or consideration to the FINANCIAL PROMOTER or the AUTHORIZED ENTITY. This right must be indicated in the documents delivered to the client. The omission of the indication of the right of withdrawal entails the nullity of the relevant contracts, which can only be invoked by the client.
2. The suspension of the validity of the contracts referred to in the previous paragraph does not apply to orders concerning FINANCIAL INSTRUMENTS placed by the client within the framework of contracts relating to the INVESTMENT SERVICES referred to in letters D1 and D2 of Annex 1 to the LISF.

Central Bank of the Republic of San Marino Regulation No. 2014-01 on financial promotion and off-premises offers – Update IX 5

Article 5 – Liability of the authorized entity

1. The activity of FINANCIAL PROMOTER is carried out exclusively in the interest of a single AUTHORIZED ENTITY.
2. The AUTHORIZED ENTITY that assigns the task is jointly liable for damages caused to third parties by the FINANCIAL PROMOTER in the execution of the agency or mandate received.
3. For damages caused to third parties by employees of AUTHORIZED ENTITIES conducting OFF-PREMISES OFFER, the AUTHORIZED ENTITY is directly responsible and liable towards third parties. For pecuniary sanctions imposed by the CENTRAL BANK on the AUTHORIZED ENTITY in relation to the operations of the employee conducting OFF-PREMISES OFFER, the AUTHORIZED ENTITY itself is responsible for payment, without right of recourse against the employee.

Article 6 – Rules of conduct, transparency and client protection

1. In OFF-PREMISES OFFER, the application of the rules of conduct, transparency and client protection provided by the provisions on INVESTMENT SERVICES and investment solicitation must be guaranteed. AUTHORIZED ENTITIES organize themselves so that compliance is ensured, also by OFF-PREMISES OFFERERS, of the rules provided with regard to the specific INVESTMENT SERVICE or FINANCIAL INSTRUMENT offered.
2. If OFF-PREMISES OFFER concerns products or services referred to in Article 3, paragraph 3, other than INVESTMENT SERVICES and FINANCIAL INSTRUMENTS, the application of the specific rules of conduct, transparency and client protection provided for such services and products must likewise be guaranteed, and AUTHORIZED ENTITIES must organize themselves to ensure compliance.
3. OFF-PREMISES OFFERERS are required to undergo professional updates by participating in periodic courses, upon completion of which attendance certificates are issued. To this end, AUTHORIZED ENTITIES adopt suitable procedures to guarantee adequate training and professional updating of FINANCIAL PROMOTERS and employees whom they engage to conduct OFF-PREMISES OFFER.

Central Bank of the Republic of San Marino Regulation No. 2014-01 on financial promotion and off-premises offers – Update IX 6

TITLE II REGISTER AND PROVISIONS ON FINANCIAL PROMOTERS AND EMPLOYEES OF AUTHORIZED ENTITIES CONDUCTING OFF-PREMISES OFFERS

Chapter I Establishment, content and publication of the register

Article 7 – Establishment of the register

1. The PUBLIC REGISTER of FINANCIAL PROMOTERS referred to in Article 25 of the LISF is established, including a specific section dedicated to employees of AUTHORIZED ENTITIES conducting OFF-PREMISES OFFER.
2. The REGISTER of FINANCIAL PROMOTERS includes natural persons possessing the requirements referred to in Chapter II of this Title who professionally conduct OFF-PREMISES OFFER.
3. In a specific section of the REGISTER, employees of AUTHORIZED ENTITIES are registered, possessing the requirements of Article 10 and professional competencies equivalent to those of Article 11 provided for the professional exercise of the activity of FINANCIAL PROMOTER, the assessment of equivalence being entrusted to the AUTHORIZED ENTITY itself conducting OFF-PREMISES OFFER. The registration of employees of AUTHORIZED ENTITIES in the specific section of the REGISTER, as well as the maintenance of registration, is also conditioned by the compatibility and relevance of the role held by such employees in the organizational structure of the AUTHORIZED ENTITY with the actual conduct of OFF-PREMISES OFFER. This condition, as well as its cessation, must be the subject of a specific declaration made by the AUTHORIZED ENTITY.

Article 8 – Content of the register

1. The REGISTER, in the part dedicated to FINANCIAL PROMOTERS, contains the following information with reference to each registered person: a) registration number; b) date of registration; c) surname and name; d) place and date of birth; e) [ABROGATED]; f) Sanmarinese domicile: main place of activity and place of conservation of mandatory documents; g) name of the AUTHORIZED ENTITY on whose behalf OFF-PREMISES OFFER is conducted; h) any measures adopted by the CENTRAL BANK.
2. The section of the REGISTER relating to employees of AUTHORIZED ENTITIES conducting OFF-PREMISES OFFER contains the following information with reference to each registered person:

Central Bank of the Republic of San Marino Regulation No. 2014-01 on financial promotion and off-premises offers – Update IX 7 a) registration number; b) date of registration; c) surname and name; d) place and date of birth; e) name of the AUTHORIZED ENTITY on whose behalf OFF-PREMISES OFFER is conducted; f) any measures adopted by the CENTRAL BANK.

Article 9 – Publication and maintenance of the register

1. The CENTRAL BANK ensures the maintenance and updating of the REGISTER referred to in the previous Article 7, also by publishing it on its website (www.bcsm.sm).
2. The CENTRAL BANK, in ensuring the maintenance and updating of the REGISTER: a) proceeds with registrations and deletions, notifying the interested parties, as well as updating the data reported therein; b) issues certificates of registration and deletion to OFF-PREMISES OFFERERS, as well as any further certification upon request of the registered persons; c) promptly records evidence of measures adopted against registered persons by the CENTRAL BANK; d) verifies the permanence of the requirements required to maintain registration. AUTHORIZED ENTITIES cooperate with the CENTRAL BANK, verifying the possession of reputational and professional requirements of applicants for registration in the REGISTER, assessing their maintenance following registration and promptly informing the CENTRAL BANK in case of loss thereof.

Chapter II Requirements and procedure for registration in the register

Article 10 – Reputational requirements

1. For registration in the REGISTER, it is necessary to possess the same reputational requirements required for CORPORATE REPRESENTATIVES of investment companies, as governed by Title I, Part II, of Regulation No. 2025-05 on corporate representatives of Sanmarinese financial companies.
2. To prove possession of the requirements indicated in the previous paragraph, the following documents, dated no earlier than six months from the date of submission of the application itself, must be attached to the application for registration: a) general criminal record certificate, certificate of pending charges, civil certificate or certificate of no bankruptcy ever occurred, issued by the competent public offices of the place where the person has resided for the longer period in the last five years, in compliance with the criteria of “substantial equivalence” referred to in Article 1, paragraph 2 of the COMPANIES LAW;

Central Bank of the Republic of San Marino Regulation No. 2014-01 on financial promotion and off-premises offers – Update IX 8 b) self-declaration, regarding all remaining jurisdictions, made by the applicant before a Sanmarinese public notary or an official of the CENTRAL BANK or digitally signed, using the model named “off-premises offerers: self-declaration of reputational requirements”. 3. To the certificates referred to in the previous paragraph, also for the purpose of verifying the territorial competence of the public authorities that issued them, a copy of a valid IDENTIFICATION DOCUMENT is added. 4. The certificates referred to in the second paragraph, letter a), may also result from a single cumulative document.

Article 11 – Professional requirements for financial promoters

1. For registration in the REGISTER of FINANCIAL PROMOTERS, the following professional requirements are necessary: a) educational qualification not lower than a secondary school diploma; b) adequate knowledge in legal, economic, financial and technical matters, relevant in the presentation of OFF-PREMISES OFFER.
2. To prove possession of the requirement referred to in letter b) of the previous paragraph, it is required to pass within the last 12 months a specific suitability assessment test accredited by the CENTRAL BANK if conducted in San Marino or, if conducted abroad, anyway suitable: a) for registration in equivalent rolls or registers kept by other supervisory authorities of Member States of the European Union or by foreign self-regulatory bodies recognized in said countries for the exercise of activities equivalent to that of FINANCIAL PROMOTER; b) for obtaining professional certifications issued by associations recognized by supervisory authorities of Member States of the European Union for the aforementioned purposes. If the suitability assessment test has been passed: a) in the period prior to the last 12 months preceding the application for registration, the requirement referred to in letter b) of paragraph 1 shall be deemed to exist provided that at least one professional updating training course of duration not less than 60 hours with a certificate of positive outcome has been undertaken in the last year, save for cases of continuous registration, during such prior period, in equivalent registers kept by Authorities based in countries of the European Economic Area or in which agreements are in force pursuant to Article 103 of the LISF; b) abroad, the requirement referred to in letter b) of paragraph 1 shall be deemed to exist until any failure to pass, upon the second attempt, the Specific Integrated Test, accredited by the CENTRAL BANK and conducted upon summons by the same, having as its exclusive object this Regulation and the relevant Sanmarinese regulatory framework in the matter.
3. To verify the requirements indicated in the previous paragraphs, the following documents must be produced: a) authenticated copy or certification of the educational qualification;

Central Bank of the Republic of San Marino Regulation No. 2014-01 on financial promotion and off-premises offers – Update IX 9 b) curriculum vitae; c) certification of passing the assessment test referred to in the previous paragraph 2.

Article 12 – Impeding situations and incompatibilities for financial promoters

1. The following cannot be...