2019-12-11
The Capital Markets and Securities Authority mandates standardized application procedures, financial disclosures, and examination criteria for securing dealer’s and investment adviser licenses under Tanzanian law. Applicants must submit prescribed forms, audited balance sheets, and required fees to trigger a mandatory forty-five-day decision period. Once granted, licenses remain personal and non-transferable while imposing ongoing obligations for material change notifications, deposit management, and public display at licensed premises.
THE CAPITAL MARKETS AND SECURITIES (LICENSING) REGULATIONS ARRANGEMENT OF REGULATIONS Regulation Title PART I PRELIMINARY PROVISIONS
SCHEDULES THE CAPITAL MARKETS AND SECURITIES (LICENSING) REGULATIONS G.N. No. 417 of 1996 PART I PRELIMINARY PROVISIONS (regs 1-2)
PART III APPLICATION FEE (regs 8-9) 8. Fees An application for a licence or renewal of a licence shall be accompanied by the fees prescribed in the Second Schedule. 9. Refusal of application The Authority shall not consider any application made under these Regulations if it is not accompanied by the licence fees. PART IV DEALER'S DEPOSIT (regs 10-12) 10. Dealer's deposit An application for a dealer's licence shall be accompanied by the deposit required under section 42 of the Act. 11. Refund of deposit A deposit made under Regulation 10 shall be refunded to an applicant immediately after the application for a dealer's licence has been refused. 12. Application of deposit A deposit made under Regulation 10 may be invested by the Authority in a manner the Authority deems appropriate provided that fifty five per cent of income earned by such investment after deduction of taxes due in accordance with the laws of Tanzania shall be retained by the Authority on behalf of a dealer. PART V GRANT OF LICENCES (regs 13-15) 13. Period of application (1) The Authority shall consider an application and inform an applicant of its decision within forty-five days after an application has been lodged with it provided that where further information has been required in accordance with section 36(2) of the Act, the period of 45 days shall in accordance with section 36(2) of the Act, the period of forty-five days shall be calculated from the time when further information is submitted to the Authority. (2) If no decision is made by the Authority within the period stated in subregulation (1), the respective application shall be deemed to have been refused. 14. Form of licence A licence granted by the Authority shall be in the form specified in Form 7 in the First Schedule. 15. General conditions It shall be a condition of every licence that– (a) the licence shall be personal to the applicant and shall not be transferable; (b) the holder of the licence shall forthwith give written notice to the Authority of– (i) any proposed alteration to; or (ii) the occurrence of any event which affects or may affect in any material respect, any matter in respect of which he has supplied or was required to supply information to the Authority in the course of his application for that licence; (c) the holder of the licence shall comply with any directions of the Authority in respect of a proposed alteration or occurrence of the event notified to the Authority pursuant to subparagraph (b); (d) a licensee shall not carry on, nor hold himself out as carrying on, any securities business other than that permitted by his licence and shall carry on the said
business from any premises specified in his licence; and (e) a licensee shall communicate to the Authority notices which are required by the Act in the relevant forms prescribed in the First Schedule. PART VI MISCELLANEOUS PROVISIONS (regs 16-17) 16. Replacement of licence Where the Authority is satisfied that a licence has been inadvertently lost, destroyed or defaced, the Authority shall replace the licence on payment by the licensee of the fee prescribed in the Second Schedule. 17. Display of licence (1) Every holder of a licence granted under Part IV of the Act shall display his licence at all premises in which he transacts with the public the business authorised by the licence. (2) The requirement in subregulation (1) shall not be satisfied unless the licence is displayed in such a manner as to be readily visible to the public.
FIRST SCHEDULE FORMS FORM 1 APPLICATION BY A COMPANY FOR A DEALER'S LICENCE THE CAPITAL MARKETS AND SECURITIES ACT (CAP. 79) (Section 36) Application is hereby made for a dealer's licence under the Act and the following statements are made in respect thereof: Notes: (1) If space is insufficient to provide details, please attach annexure(s). Any such annexure should be identified as such and signed by the signatory to this application. (2) This application must be accompanied by the last audited balance-sheet and profit and loss account certified as required by Regulation 5 of the Capital Markets and Securities (Licensing) Regulations. INFORMATION ON THE APPLICANT
(b) The type of clients with whom the applicant proposes to do business: .................................................................................................................... .................................................................................................................... .................................................................................................................... .................................................................................................................... (c) Describe in detail the organisational structure and internal control procedures which the applicant has adopted or proposes to adopt for its proposed business (Separate Annexure). 4. Set out name and address of each person who, directly or indirectly, exercises or has power to exercise a controlling influence over the management and policies of the applicant other than those shown as directors; (Separate Annexure) 5. Is any director or secretary of the applicant a director of any other corporation? Using an annexure, answer "Yes" or "No" for each person; if "Yes" give details of: (a) names of corporations; (b) places of incorporation; and (c) dates of appointment. (For questions 6 to 8, answer "Yes" or "No" in space provided. If "Yes" attach annexure giving all relevant particulars). 6. Has the applicant or any director or secretary of the applicant within the past ten years: (a) been licensed or registered in any place under any law which requires licensing or registration in relation to dealing in securities? Answer .................. (b) been licensed, registered or otherwise authorised by law to carry on any trade, business or profession in any place? .................. (c) been refused the right or restricted in its or his right to carry on any trade, business or profession for which a specific licence, registration or other authority is required by law in any place? .................. 7. Has any director or secretary of the applicant within the past ten years– (a) been a member or partner in a member of the applicant within the past ten years? .................. (b) been suspended from membership of any securities exchange or otherwise disciplined by a securities exchange? .................. (c) been refused membership of any securities exchange? .................. (d) been known by any name other than the names shown in this application? .................. (e) been convicted of any offence other than a traffic offence in Tanzania or elsewhere or are there any proceedings now pending which may lead to such a conviction? .................. (f) has judgement including findings in relation to fraud, misrepresentation or dishonesty been given against him in any civil proceedings, in Tanzania or elsewhere? (If "Yes", using an annexure give full details, including whether judgement is unsatisfied.) .................. (g) been declared bankrupt or compounded with or made an arrangement for the benefit of his creditors, in Tanzania or elsewhere? .................. (h) been engaged in the management of any corporation other than those referred to in answer to question 5? .................. (i) been refused a fidelity or surety bond in Tanzania or elsewhere? .................. (j) been disqualified as a director, or been director of a company that has gone into receivership or liquidation, in Tanzania or elsewhere? .................. 8. Has any director or management staff of the applicant any experience in performing the functions in relation to the proposed activity of the applicant referred to in question 3?
(Separate Annexure) 9. In relation to each director and secretary of the applicant, set out below details of the officer's employment and business activities, during the previous ten years: Name of director or Secretary Name and address of employer (if selfemployed so state) Nature of business Description of duties of relation to the employment or activity Period of employment or activity (give exact dates) (Separate Annexure) 10. Set out any additional information (including any formal qualifications or training of the directors or secretary of the applicant and the name of the institution that conducted the course) considered relevant to this application. (Separate Annexure) 11. Set out below details of two persons with whom each director and the secretary of the applicant has had regular contact over the past five years and of whom the Authority may enquire regarding the character and reputation of the respective director or secretary. Name of character referee Address of character referee Occupation of character referee (Separate Annexure) Secretary in respect of whom enquiries may be made 12. I declare that all information given in this application and in the attached annexures is true and correct. Dated this ......................... day of ......................... 20......... Signature .............................................. Name ................................................... Capacity: ..............................................
FORM 2 APPLICATION BY INDIVIDUAL FOR INVESTMENT ADVISER'S LICENCE THE CAPITAL MARKETS AND SECURITIES ACT (CAP. 79) (Section 36) Application is hereby made for an investment adviser's licence under the Act and the following statements are made in respect thereof: (1) If space is insufficient to provide details, please attach annexure(s). Any such annexure should be identified as such and signed by the signatory to this application. (2) This application shall be accompanied by a detailed statement of the applicant's assets and liabilities and shall be signed by the applicant.
shares of which are quoted on a securities exchange, the aggregate of the nominal amount of which constitutes not less than 5% of the aggregate of the nominal amount of all the issued shares of the corporation? (Answer either : Yes" or "No". If "Yes" give full details of such interest including names of companies and percentage of interest in a separate annexure). 6. Is the applicant a director of any corporation in Tanzania or elsewhere? (Answer either "Yes" or "No") if "Yes", using an annexure, give details of– (a) Names or name of the corporation; (b) place or places of incorporation; and (c) the relevant interests. (Answer questions by writing either "Yes" or "No" in space provided. If "Yes" attach annexures giving all relevant particulars.) 7. Has the applicant within the past 10 years– (a) been licensed or registered in any place under any law which requires licensing or registration in relation to dealing in securities or acting as investment adviser? Answer .................. (b) been licensed, registered or otherwise authorised by law to carry on any trade, business or profession in any place? .................. (c) been refused the right or restricted in his right to carry on any trade, business or profession for which a specific licence, registration or other authority is required by law in any place? .................. (d) been a member or partner in a member firm of a securities exchange? .................. (e) been suspended from membership of any securities exchange of otherwise disciplined by a securities exchange? .................. (f) been refused membership of any securities exchange? .................. (g) carried on business under any name other than the name or names shown in this application? .................. (h) been convicted of any offence other than a traffic offence in Tanzania or elsewhere or are there any proceedings now pending which may lead to such conviction? (If "Yes" attach annexure giving full details, of the conviction(s) or proceeding(s)) .................. (i) has judgement including finding in relation to fraud, misrepresentation or dishonestly been given against him in any civil proceedings, in Tanzania or elsewhere? (If "Yes" attach annexure giving full details, including whether judgment is unsatisfied.) .................. (j) been censured or disciplined by any professional body, society or association of which he was or is a member? (If "Yes" attach annexure giving full details, including name of the professional body society or association.) .................. (k) been declared bankrupt or compounded with or made an assignment for the benefit of his creditors in Tanzania or elsewhere? .................. (l) been engaged in the management of any corporations other than those referred to in answer to question 6? .................. (m) been refused a fidelity or surety bond in Tanzania or elsewhere? .................. (n) been disqualified as a director, or been a director of a company that has gone into receivership or liquidation, in Tanzania or elsewhere? .................. 8. Set out below details of the applicant's employment and business activities during the previous ten years: Name and address of employer (if selfemployed so state) Nature of business Description of duties in relation to the employment or Period of employment or activity (give exact dates)
activity (Separate Annexure) 9. Set out below details of two persons (who shall not be related to the applicant, and neither of whom shall have any interest in the success or otherwise of this application) with whom the applicant has had regular contact over the past five years and of whom the Authority may enquire regarding the applicant's character and reputation. Name Address Occupation (Separate Annexure) 10. Set out any additional information (including any formal qualifications or training and the name of the institution that conducted the course) considered relevant to this application. (Separate Annexure) 11. I am aware of the provisions of section 35 of the Act relating to false statements made in applications. 12. I declare that all information given in this application and in the attached annexures (if any) is true and correct. Dated this ......................... day of ......................... 20........ Signature ..........................................................................
FORM 3 APPLICATION BY A COMPANY FOR AN INVESTMENT ADVISER'S LICENCE THE CAPITAL MARKETS AND SECURITIES ACT (CAP. 79) (Section 36) Application is hereby made for an Investment Adviser's licence under the Act and the following statements are made in respect thereof: Notes: (1) If space is insufficient to provide details, where necessary, please attach annexure(s). Any such annexure should be identified as such and signed by the signatory to this application. (2) This application shall be accompanied by the last audited balance sheet and profit and loss account certified as required by Regulation 5 of the Capital Markets and Securities (Licensing) Regulations. PART 1 INFORMATION ON THE APPLICANT
portfolio of securities for the purpose of investment. (b) For each indicated area of proposed business, state in detail the manner in which business will be conducted and the experience of the application and its management. (Separate Annexure) (c) The type of customers with whom the applicant proposes to do business. (Separate Annexure) (d) Describe in detail the organisational structure and internal control procedures which the applicant has adopted or proposes to adopt in the conduct of its business. (Separate Annexure) 4. Set out name and address of each person who directly or indirectly exercises or has power to exercise a controlling influence over the management and policies of the applicant other than those shown as directors. (Separate Annexure) 5. Is any director or secretary of the applicant a director of any other corporation? Using an annexure, answer "Yes" or "No" for each person; if "Yes" give details of: (a) names of corporation; (b) places of incorporation; and (c) dates of appointment. (For questions 6 and 7 answer "Yes" or "No" in space provided. If "Yes" attach annexure giving all relevant particulars.) 6. Has the applicant or any director or secretary of the applicant within the past ten years: Answer (a) been licensed or registered in any place under any law which requires licensing or registration in relation to dealing in securities or acting as an investment adviser? ................ (b) been licensed, registered or otherwise authorised by law to carry on any trade, business or profession in any place? ................ (c) been refused the right or restricted in its or his right to carry on any trade, business or profession for which a specific licence, registration or other authority is required by law in any place? ................ 7. Has any director or secretary of the applicant within the past ten years– (a) been a member or partner in a member firm of any securities exchange? ................ (b) been suspended from membership of any securities exchange or otherwise disciplined by a securities exchange? ................ (c) been refused membership of any securities exchange? ................ (d) been known by any name other than the name or names shown in this application? ................ (e) been convicted of any offence other than a traffic offence in Tanzania or elsewhere or are there any proceedings now pending which may lead to such a conviction? ................ (f) has judgement including findings in relation to fraud, misrepresentation or dishonesty been given against him in any civil proceedings, in Tanzania or elsewhere? (If "Yes", using an annexure, give full details, including whether judgement is unsatisfied.) ................ (g) been declared bankrupt or compounded with or made an assignment for the benefit of his creditors, in Tanzania or elsewhere? ................ (h) been engaged in the management of any corporation other than those referred to in answer to question 5? ................
(i) been refused a fidelity or surety bond in Tanzania or elsewhere? ................ (j) been disqualified as a director, or been a director of a company that has gone into receivership or liquidation, in Tanzania or elsewhere? ................ 8. In relation to each director and secretary of the applicant, set out below details of the officer's employment and business activities, during the previous ten years. Name of director or Secretary Name and address of employer (if selfemployed, so state) Nature of business Description of duties in relation to the employment or activity Period of employment or activity (give exact date) 9. Set out any additional information (including any formal qualifications or training of the directors or secretary of the applicant and the name of the institution that conducted the relevant course) considered relevant to this application. (Separate Annexure) 10. Set out below details of two persons (who shall not be related to the applicant, and neither of whom shall have any interest in the success or otherwise of this application) with whom each director and the secretary of the applicant has had regular contact over the past five years and of whom the Authority may enquire regarding the character and reputation of the respective director or secretary. (Separate Annexure) Name of character referee Address of character referee Occupation of character referee Name of director or secretary in respect of whom enquiries may be made PART 2 MISCELLANEOUS
FORM 4 APPLICATION FOR RENEWAL OF A DEALERS LICENCE OR FOR INVESTMENT ADVISER'S LICENCE THE CAPITAL MARKETS AND SECURITIES ACT (CAP. 79) (Section 36) Application is made for the renewal of: A Dealer's Licence/Investment Adviser's Licence iv1 and the following statements are made in respect of the applicant: 1.– (a) Applicant's name: ......................................................................................... (b) Expiry date of licence: ................................................................................... (c) Licence No: .................................................................................................. 2. Where the applicant is a company the particulars set out below must be given. (Answer by writing either "Yes" or "No" in space the provided. If "Yes" attach annexure(s) giving all relevant particulars.) (a) Since the last application: Answer (i) has there been a change in the shareholders of the applicant? ................. (ii) has there been a change in the applicant's directors, secretary, senior management personnel or external auditor? ................. (iii) has the applicant been convicted of any offence other than a traffic offence in Tanzania or elsewhere or are there any proceedings now pending which may lead to such a conviction? ................. (iv) has any of the applicant's directors been a director of any company other than those referred to in the last application? ................. (v) has the applicant taken any disciplinary action against any of its representatives? ................. (vi) has the applicant received any complaint? ................. (vii) has the applicant undertaken to conduct any material new business activity? If so, state the nature of the activity. ................. (b) Please furnish details of any other event which has occurred and which is likely to have a significant effect on the applicant's business during the currency of the licence, if granted (including any legal claim against the applicant). 3. Where the applicant is an individual person please complete the following– (Answer by writing either "Yes" or "No" in space provided. If "Yes" attach annexure(s) giving all relevant particulars.) Since the last application has the applicant– Answer (a) been suspended from membership of any securities exchange or otherwise disciplined by a securities exchange? ................. (b) been convicted of any offence other than a traffic offence in Tanzania or elsewhere or are there any proceedings now pending which may lead to such a conviction? ................. (c) has judgement including findings in relation to fraud, misrepresentation or dishonesty been given against him in any civil proceedings, in Tanzania or elsewhere? (If "Yes", using an annexure, give full details, including whether judgement is unsatisfied.) ................. (d) been declared bankrupt or compounded with or made an assignment for the benefit of his creditors, in Tanzania or elsewhere? ................. (e) been engaged in the management of any company other than those referred to in the last application? ................. (f) been refused a fidelity or surety bond in Tanzania or elsewhere? ................. (g) undertaken to conduct any material new business activity, and, if .................
so, state the nature of the activity? (h) been disciplined by any professional body or other membership body? ................. 4. I am/we are v 2 aware of the provisions of section 42 of the Act relating to false statements in applications. 5. I/We vi3 declare that all information given in this application and in the attached annexure (if any) is true and correct. Dated this ......................... day of ......................... 20........ vii4 Signature ........................................... ........................................................... (Name of Director/Secretary) viii5
FORM 5 APPLICATION FOR A REPRESENTATIVE LICENCE THE CAPITAL MARKETS AND SECURITIES ACT (CAP. 79) (Section 36) Application is hereby made for– a Dealer's Representative's/an Investment Representative's Licence ix1 and the following statements are made in respect of the application.
(g) carried on business under any name other than the name or names shown in this application in paragraph 1(a)? ................ (h) been convicted of any offence, other than a traffic offence, in Tanzania or elsewhere, or are there any proceedings now pending which may lead to such a conviction? ................ (i) has judgement including findings in relation to fraud, misrepresentation, or dishonesty been given against him in any civil proceedings in Tanzania or elsewhere? (If "Yes" attach annexure(s) giving full details, including whether judgment is unsatisfied.) ................ (j) been refused a fidelity or surety bond in Tanzania or elsewhere? ................ (k) been declared bankrupt or compounded with or made an assignment for the benefit of his creditors, in Tanzania or elsewhere? ................ (l) been disqualified as a director of a company, or been a director of a company that has gone into receivership or liquidation in Tanzania or elsewhere? ................ 3. Has the applicant had any experience in performing the functions of a dealers' representative or investment representative? (Answer either "Yes" or "No". If "Yes" attach annexure(s) giving all relevant particulars.) 4. Set out below details of the applicant's employment and business activities during the previous ten years. Name and address of employer (if selfemployed so state) Nature of business Description of duties in relation to the employment or activity Period of employment or activity (give exact dates) (Separate Annexure) 5. Set out below details of two persons (who shall not be related to the applicant, and neither of whom shall have any interest in the success or otherwise of this application) with whom the applicant has had regular contact over the past five years and of whom the Authority may enquire regarding the applicant's character and reputation: Name Address Occupation (Separate Annexure) 6. Does the applicant have an interest in any one or more shares in any company, the shares of which are quoted on a securities exchange, the aggregate of the nominal amount of which constitutes not less than 5 percent of the aggregate of the nominal amount of all issued shares of the company? (Answer either "Yes" or "No". If "Yes", give full details of such interest including names of companies and percentage of interest in a separate annexure.) 7. Set out any additional information (including any formal qualifications or training of the applicant and the name of the institution that conducted the course) considered relevant to this application. (Separate Annexure) 8. I am aware of the provisions of section 54 of the Act relating to false statements made in applications. 9. I declare that all information given in this application and in the attached annexure (if any) is true and correct. Dated this ......................... day of ......................... 20........
Signature .................................................. (Applicant) Notes: (a) This application should be accompanied by a certificate in or to the effect of the following form: To the Authority On the basis of due and diligent enquiry of the background of the applicant named in this form who is in my direct employment or acting for or on behalf of me, and other information available, I believe him to be of good character and reputation and to have the competence and experience to perform the function of a representative. Dated this ......................... day of ......................... 20........ Signature: ..................................................... Name: .......................................................... Capacity: ...................................................... (b) Subject to paragraph (c) of this Note, the Certificate should be signed by each licensee by whom the applicant is to be employed or for or by arrangement with whom he is to act. (c) Where the applicant is to be employed by or to act for or by arrangement with a licensee the Certificate shall be signed by a director or the secretary of that licensee.
FORM 6 APPLICATION FOR RENEWAL OF REPRESENTATIVE'S LICENCE THE CAPITAL MARKETS AND SECURITIES ACT (CAP. 79) Application is hereby made for the renewal of– A dealer's representative's/an investment representative's x 1 licence and the following statements are made in respect of the application.
licensee by whom that applicant is to be employed or for or by arrangement with whom he is to act. (c) Where the applicant is to be employed by or to act for or by arrangement with- (i) a firm, the individual partners of which are licensees, the certificate should be signed by one such partner on behalf of all the partners; (ii) a licensee which is a company, by a director or the secretary of that company. FORM 7 LICENCE THE CAPITAL MARKETS AND SECURITIES ACT (CAP. 79) (Regulation 14) THIS LICENCE is granted to .................................................................................... (name) of ..................................................................................................................................... .......................................................................................................................... (address) and authorises the said person to conduct or carry on the business of ................................... ............................................................................................................. (type of business) in the United Republic of Tanzania for a period of one year beginning on the ........................... and ending on the ............................ (both dates inclusive). THIS LICENCE is issued subject to maintenance of the requirements of the provisions of the Capital markets and Securities Act, Regulations and Rules made thereunder and such conditions as may be stipulated by the Authority and by the stock exchange of which the applicant is or proposes to be a member. Dated the ............................................. 20........ Licence No. ...................................................... ....................................................... Chairman ...................................................... Chief Executive Capital Markets and Securities Authority Capital Markets and Securities Authority FORM 8 NOTICE OF PLACE AT WHICH REGISTER IS TO BE KEPT THE CAPITAL MARKETS AND SECURITIES ACT (CAP. 79) (Section 52 and Regulation 15)
...................................................................................................... ........................ ...................................................................................................... ........................ ...................................................................................................... ........................ 5. Name of employer (if any): ...................................................................................... 6. Place at which register is to be kept: ......................................................................... 7. Date of commencement of keeping register: ............................................................... Dated this .......................... day of .......................... 20........ Signature: .................................................................... Name: ......................................................................... Capacity: ..................................................................... FORM 9 NOTICE OF CHANGE OF PLACE OF BUSINESS AND CHANGE OF PLACE AT WHICH REGISTER IS KEPT THE CAPITAL MARKETS AND SECURITIES ACT (CAP. 79) (Section 44 and Regulation 15)
FORM 10 NOTIFICATION OF CESSATION OF BUSINESS THE CAPITAL MARKETS AND SECURITIES ACT (CAP. 79) (Section 44 and Regulation 15)
FORM 11 NOTICE OF CHANGE OF REPRESENTATIVE'S PRINCIPAL AND NOTICE OF CHANGE OF PLACE AT WHICH REGISTER IS KEPT THE CAPITAL MARKETS AND SECURITIES ACT (CAP. 79) (Section 44 and Regulation 15)