Exempt Overseas Securities Dealer Application Guidelines

Exempt Overseas Securities Dealer
Application
Guidelines
FINANCIAL SERVICES AUTHORITY
Bois De Rose Avenue
P.O. Box 991
Victoria
Mahé
Seychelles
Tel: +248 4380800
Fax: +248 4380888
Website: www.fsaseychelles.sc
Email: enquiries@fsaseychelles.sc
Version: 28th May, 2025

Table of Contents

1. INTRODUCTION...............................................................................................................................3

2. SCOPE OF THE ACT..........................................................................................................................3

3. OFFENCES........................................................................................................................................4

4. ELIGIBILITY CRITERIA.......................................................................................................................4

5. APPLICATION PROCEDURE..............................................................................................................4

6. GRANTING OF EXEMPTION.............................................................................................................5

7. SUBMISSION OF APPLICATION .......................................................................................................5

8. ADMINISTRATIVE PROCESS OF LICENSE APPLICATIONS.................................................................6

9. SERVICE STANDARDS ......................................................................................................................6

10. RENEWAL OF EXEMPTION ..............................................................................................................7

11. NOTIFICATIONS TO THE AUTHORITY ..............................................................................................7
    Appendix 1 ......................................................................................................................................8
    Appendix 2 ....................................................................................................................................10

12. INTRODUCTION
    1.1. The Financial Services Authority (“FSA/Authority”) is issuing the Exempt Overseas Securi�es
    Dealer Applica�on guidelines in conjunc�on with the Securi�es Act, 2007 (“the Act”) to provide guidance and assistance in maters rela�ng to applica�ons of Exempt Overseas Securi�es Dealer Licence.
    1.2. These guidelines are not intended to be comprehensive nor replace or override any legisla�ve
    provisions. Therefore, applicants are advised to read these guidelines in conjunc�on with the Securi�es Act, 2007.
    1.3. This guideline establishes the procedure for applying for an Exempt Overseas Securi�es Dealer
    Licence and the processes outlined throughout this guideline have been adapted to best fit the Seychelles regime.
    1.4. Enquiries rela�ng to the Exempt Overseas Securi�es Dealer Applica�on should be forwarded
    to the Authority:
    By Post: Director of Capital Markets and Collec�ve Investment Schemes Supervision Financial Services Authority P.O. Box 991 Bois de Rose Avenue Victoria Mahé Seychelles By e-mail: capitalmarkets.supervision@fsaseychelles.sc Telephone: +248 4 380 800

13. SCOPE OF THE ACT
    2.1 Definition of Securities Dealer
    Per the definition of the Act, a Securities Dealer means a person:
    (a) who carries on the business of dealing in securities, or (b) who holds himself out as conducting such business described below:
    (i) makes or offers to make an agreement with another person to enter into or offer to enter into an agreement, for or with a view to acquiring, disposing of, subscribing for or underwriting securities or in any way effects or causes to effect a securities transaction; (ii) causes any sale or disposition of or other dealing or any solicitation in respect of securities for valuable consideration, whether the terms of payment be on margin, instalment or otherwise or any attempt to do any of the foregoing; (iii) participates as a Securities Dealer in any transaction in a security occurring upon a securities exchange; (iv) receives as a Securities Dealer an order to buy or sell a security which is executed; or

(v) manages a portfolio of securities for another person on terms under which the first￾mentioned person may hold property of the other person. This definition also includes a person who holds a restricted Securities Dealer licence. If the person’s dealings fall within one of the categories outlined in section 45(6) of the Act, that person is not regarded as carrying on business dealing in securities NOTE: The persons specified in Schedule 4 of the Act do not require a Securities Dealer’s Licence to deal in securities.
2.2 Definition of Exempt Overseas Securities Dealer
Per the definition of the Act, an Exempt Overseas Securities Dealer means a recognised overseas securities dealer who holds current membership to deal on a Seychelles Securities Exchange.
2.3 Overview of the Securities Act, 2007
The Securities Act establishes the FSA as the regulatory body responsible for overseeing securities markets and protecting investors. The Act encompasses provisions for registration, conduct standards, and enforcement actions relevant to exempt overseas securities dealers.
3. OFFENCES
Any person who carries on the business of an Exempt Overseas Securities Dealer without an exemption issued by the Authority or, other than in accordance with an exemption granted by the Authority, commits an offence and is liable on summary conviction:
(a) In the case of an individual to a fine of US$100,000 or the equivalent in Seychelles Rupees or to imprisonment for two years or both (b) In the case of a company, to a fine of US$200,000 or the equivalent in Seychelles Rupees.
4. ELIGIBILITY CRITERIA
To apply for exempt status as an Exempt Overseas Securities Dealer, the following criteria must be met:
(a) Regulatory Equivalence: The foreign dealer must be regulated by a foreign authority with comparable regulatory standards to those of the FSA. (b) Operational Restrictions: Imposition of conditions at grant of license such as should not actively market to or solicit investors in Seychelles, be a member of a licensed exchange in Seychelles to hold the exemption, remain licensed and in good standing where they are licensed. (c) Compliance with Seychelles Laws: Adherence to Seychelles Securities Act, 2007.
5. APPLICATION PROCEDURE
5.1 A Securities Dealer licensed under the laws of a recognized jurisdiction may apply for
exemption from obtaining a Securities Dealer License in Seychelles. An application for exemption must be submitted to the Authority and should comply with the specific requirements outlined in section 45(1)(b) of the relevant regulations.

5.2 An application submitted to the Authority for the exemption must comprise of the following
documents:
(a) A cover letter1 signed by the applicant or the agent of the applicant.
(b) A completed Application Form.
(c) The Exempt Securities Dealer Licence Application Fee of US$500.
(d) Certified true copies of the constitutional documents (refer to Appendix 2). (e) Certified true copies of the due diligence documents as per Appendix 1. (f) A certified true copy of the current valid license or other authorization to operate as a Securities Dealer under the laws of a recognised jurisdiction. (g) Proof of membership in a recognised overseas Securities Exchange or the Seychelles Securities Exchange. (h) Certified true copy of the applicant’s certificate of Good Standing. (i) Proof of regulatory oversight by a recognized foreign authority. (j) Detailed disclosures regarding the firm’s operations, including the nature of services provided not to Seychelles clients and the regulatory framework under which it operates. The Authority will only process an application if the application fee and the complete application has been submitted. During processing of the application, the Authority may request for additional information or supporting documents for the purpose of determining the application.
6. GRANTING OF EXEMPTION
To qualify for an exemption from the licensing requirements, an applicant must meet the following criteria:
(a) The applicant must be a member of a recognized overseas securities exchange or the Seychelles Securities Exchange (b) The applicant must be in good standing and hold a current license or other authorization to deal in securities under the laws of a recognized jurisdiction
7. SUBMISSION OF APPLICATION
All applications seeking the approval of the Authority must be addressed and either hand-delivered or mailed to:
The Chief Executive Officer
Financial Services Authority
P.O. Box 991
Bois De Rose Avenue,
Victoria
Mahé
Seychelles
1 The cover letter must include reasons the applicant is applying for the licence and a list of all the documents that have been included in the application pack.

All application forms and other documents are available from the Authority’s website (www.fsaseychelles.sc).
8. ADMINISTRATIVE PROCESS OF LICENSE APPLICATIONS
The Authority will initiate the processing of a complete application, only upon payment of the required application fee. The following steps will then be carried out:
Step 1: Acknowledge receipt of the application.
Step 2: Carry out an initial review of the application to assess whether the application is complete according to the requirements detailed herein. Step 3: Begin to process the application if the application is deemed to be complete; or return the application to the applicant if the application is deemed to be incomplete, highlighting the area(s) of deficiencies. Please note that the Authority may provide general and brief guidance on the area(s) of deficiencies, but it is the responsibility of the applicant to engage suitable professionals or service providers to ensure the completeness of the application. Step 4: Request for additional information or supporting documents for consideration of the application from the applicant, if necessary. Step 5: Inform the applicant on whether the application has been approved for licensing or not. Note that a person who supplies, to the Authority, information in connection with an application which he knows or reasonably knows is false or misleading, is guilty of an offence and liable to conviction to a fine of US$25,000.
9. SERVICE STANDARDS
The Authority’s current Service Standards for processing the application for an Exempt Overseas Securities Dealer, from receipt of a completed application for consideration by the Authority, is sixty (60) working days. It is important to note that this service standard will only be achievable if all the requisite information/documents are provided at the time the application is lodged. The Authority is not responsible for delays arising from the submission of incomplete applications. The following is to be further noted:
(a) The Authority will only process complete applications. Applications that are deemed to be incomplete will be returned to the applicant. Applicants will have a period of 3 months for resubmission of the application. (b) Applications not submitted within the 3-months cut-off period will be considered as void and a new application would have to be lodged along with payment of the required application fee, should the applicant remain interested in proceeding further with the application.

This document is not exhaustive or binding on the Authority. The licensing regime requires the Authority to exercise discretion. How the Authority does this will depend on the applicant’s particular circumstances.
10. RENEWAL OF EXEMPTION
The Exemption granted under the Act is valid for a period of one year and must be renewed annually. The Authority will only renew an exemption upon:
(a) the payment of the annual licence fee
(b) in the case of an Exempt Securities Dealer, proof that it holds a current licence or other authorisation from a recognised jurisdiction (c) submission to the Authority of a declaration of compliance in accordance with Form 10, Schedule 1 of the Securities (Forms and Fees) Regulations, 2008 An Exempt Overseas Securities Dealer must ensure that formalities for the renewal are undertaken well ahead of the expiry date of the exemption. It is an offence to operate as a Securities Dealer without a valid licence or exemption. Failure to renew the licence or approval for exemption on time will attract an additional fee equivalent to one-twelfth of that annual fee for each month or part thereof during which the annual fee remains unpaid. Further action may be taken under section 56(2) of the Act for failure to renew the licence or exemption.
11. NOTIFICATIONS TO THE AUTHORITY
Licensees are advised to read carefully the conditions described on the reverse of their licence as they may impose on the licensee’s obligations in addition to those specifically mentioned in the Act. The Authority must be notified, in writing, within 7 days of:
(a) Any change of:
(i) name and address of the licensee
(ii) name and address of any accredited representative (iii) name and address of each director, company secretary and shareholder (iv) location of the premises at which records or other documents of the licensed business are kept (b) Any disciplinary action taken against the licensee including an order of suspension or revocation of a licence. (c) Appointment, Removal or Resignation of an Auditor (d) Any change in the business of the licensee which causes it to cease its business as a Securities Dealer or Exempt Overseas Securities Dealer

Appendix 1
Due Diligence Requirements

1. Due Diligence documents for directors and key persons in connection with the application should
   include the following:

• 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
  (water and/or electricity) 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)
• Original Police Character Reference/certificate not older than three (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

2. Due Diligence documents for entity shareholders should include the following:
   (a) Companies

• Certificate of Incorporation

• Memorandum and Articles of Association

• Notice of Situation of Registered Office or any change thereof

• Particulars of Directors and Secretaries

• Audited financial statements for the past 3 years

• Certificate of Good Standing
  (b) Individuals

• Certified true copy of passport(s)

• Original credit report, bank reference, or equivalent document demonstrating the
  financial soundness of the individual, where the controlling owner of the applicant is a natural person.

• Certified proof of residential address that is not older than three months e.g. utility bill
  (water and/or electricity) and/or bank statement and/or tenancy agreement.

• Politically Exposed Person Self-Declaration Form.

• Original Police Character Reference/certificate not older than three (3) months from the
  Country in which the applicant resides or its equivalent.
  (c) Foundations

• Foundation Charter

• Register of Founder(s), Counsellor(s), Beneficiaries and Protector(s) (if applicable)

• Certificate of Good Standing
  (d) Trusts

• Trust Deed

• Declaration of Trust

• Register of Trustee(s), Settlor, Beneficiaries and Protector(s) (if applicable)
  (e) Limited Partnerships

• Limited Partnership agreement

• Register of General Partner(s) and Limited Partner(s)

Appendix 2
List of Constitutional documents
Certified true copies of the following documents:

• Certificate of Incorporation
• Memorandum and Articles of Association
• Notice of Situation of Registered Office or any change thereof
• Particulars of Directors and Secretaries
• Audited financial statements for the past 3 years