Regulation on Self-Regulatory Organizations of Professional Participants in Capital Markets and Amendments to Licensing Conditions

NATIONAL COMMISSION ON SECURITIES AND STOCK MARKET DECISION Kyiv On Approval of the Regulation on Self-Regulatory Organizations of Professional Participants in Capital Markets and Amendments to Licensing Conditions for Professional Activities in Capital Markets

In accordance with paragraph 8 of part 2 of Article 2, paragraph 1 of part 1 of Article 7 of the Law of Ukraine "On State Regulation of Capital Markets and Organized Commodity Markets", paragraph 13 of part 2 of Article 4, part 1 of Article 139, Articles 143–1447 of the Law of Ukraine "On Capital Markets and Organized Commodity Markets"

The National Commission on Securities and Stock Market HAS DECIDED:

1. Approve the following attached documents: Regulation on Self-Regulatory Organizations of Professional Participants in Capital Markets; Amendments to Licensing Conditions for Professional Activities in Capital Markets (hereinafter – Amendments).

2. Recognize as having lost their force: the Decision of the National Commission on Securities and Stock Market of December 27, 2012 No. 1925 "On Approval of the Regulation on Associations of Professional Participants in the Securities Market", registered in the Ministry of Justice of Ukraine on January 25, 2013, under No. 182/22714 (with amendments); the Decision of the National Commission on Securities and Stock Market of November 26, 2013 No. 2670 "On Approval of the Procedure for Considering Applications of Self-Regulatory Organizations of Professional Participants in the Securities Market for Delegation of Powers to Self-Regulatory Organizations of Professional Participants in the Securities Market and Making a Decision", registered in the Ministry of Justice of Ukraine on January 27, 2014, under No. 170/24947 (with amendments).

3. Self-Regulatory Organizations of Professional Participants in Capital Markets that hold a Certificate of Granting the Status of a Self-Regulatory Organization of Professional Participants in Capital Markets, valid as of January 1, 2026, are obliged to bring their internal documents and activities into compliance with the requirements of the Law of Ukraine "On Capital Markets and Organized Commodity Markets" and obtain a Certificate of Inclusion of the Association of Professional Participants in Capital Markets in the Register of Self-Regulatory Organizations of Professional Participants in Capital Markets in accordance with the requirements and procedure provided for in Articles 143, 144 of the Law of Ukraine "On Capital Markets and Organized Commodity Markets" during 2026.

4. After bringing activities into compliance with the requirements of the Law of Ukraine "On Capital Markets and Organized Commodity Markets" and 3 months from the date of entry into force of the resolution of the National Commission on Securities and Stock Market on approval of the internal documents of the Self-Regulatory Organization of Professional Participants in Capital Markets specified in paragraph 3: The National Commission on Securities and Stock Market ceases to exercise the authority to establish the procedure for certification of executives of professional participants in capital markets who are members of such Self-Regulatory Organization of Professional Participants in Capital Markets; The Self-Regulatory Organization of Professional Participants in Capital Markets begins to exercise the authority to establish the procedure for certification of executives of professional participants in capital markets who are members of such organization.

5. It is established that the Certificate of Granting the Status of a Self-Regulatory Organization of Professional Participants in Capital Markets for the relevant type of professional activity, issued before the entry into force of this Decision and valid as of January 1, 2026, is considered reissued as a Certificate of Inclusion of the Association of Professional Participants in Capital Markets in the Register of Self-Regulatory Organizations of Professional Participants in Capital Markets. Certificates of Registration of the Association of Professional Participants in Capital Markets, issued before the entry into force of this Decision, are recalled as of January 1, 2026.

6. Failure by a Self-Regulatory Organization of Professional Participants in Capital Markets to bring internal documents and activities into compliance with paragraph 3 of this Decision by January 1, 2027, is grounds for excluding such Self-Regulatory Organization of Professional Participants in Capital Markets from the Register of Self-Regulatory Organizations of Professional Participants in Capital Markets and revoking the Certificate of Inclusion of the Association of Professional Participants in Capital Markets in the Register of Self-Regulatory Organizations of Professional Participants in Capital Markets.

7. The Department of Methodology is tasked with ensuring the submission of this Decision for state registration to the Ministry of Justice of Ukraine.

8. The Administration of Administrative Activities is tasked with ensuring the publication of this Decision on the official website of the National Commission on Securities and Stock Market.

9. The Department of Legal Development, after state registration of the Decision by the Ministry of Justice of Ukraine, is tasked with ensuring the publication of this Decision on the official website of the National Commission on Securities and Stock Market.

10. This Decision enters into force on January 1, 2026, but not earlier than the day following the day of its official publication.

11. Control over the execution of this Decision is entrusted to a member of the National Commission on Securities and Stock Market M. Libanova. Chairman of the Commission Ruslan MAGOMEDOV Protocol of the Commission meeting dated 16.12.2025 No. 116

DRAFT APPROVED by the Decision of the National Commission on Securities and Stock Market ______________________ No. _____

Regulation on Self-Regulatory Organizations of Professional Participants in Capital Markets

I. General Provisions

1. This Regulation establishes the main requirements for the Association of Professional Participants in Capital Markets (hereinafter – Association) to acquire the status of a Self-Regulatory Organization of Professional Participants in Capital Markets (hereinafter – SRO), the procedure for the Association to acquire and lose the status of an SRO, the procedure for delegation of SRO and return of additional authority(ies) by the National Commission on Securities and Stock Market (hereinafter – Commission), execution of additional authority(ies) by the SRO, as well as the procedure for maintaining the Register of Self-Regulatory Organizations of Professional Participants in Capital Markets (hereinafter – SRO Register).

2. In this Regulation, terms are used in the following meanings:

1. performance of the certification function – performance of the function of the methodological center in the capital markets and organized commodity markets, defined in Chapter 9 of Section IV of the Regulation on the Procedure for Certification of Specialists in Capital Markets and Organized Commodity Markets, approved by the Decision of the National Commission on Securities and Stock Market of June 25, 2020 No. 319, registered in the Ministry of Justice of Ukraine on September 10, 2020, under No. 868/35151 (hereinafter – Certification Regulation);
2. internal documents – the Charter of the Association, Rules (standards) of professional activity in capital markets, code of professional ethics, internal rules, and other internal documents that, among other things, define the procedure for the functioning of the Association, the procedure for the performance of SRO powers in accordance with the charter and legislation on capital markets;
3. deputy head – the deputy(ies) of the head of the sole executive body of the Association or members of the collegial executive body of the Association;
4. applicant – the Association that submits an application for inclusion in the SRO Register and relevant documents to the Commission or for approval of internal documents;
5. head – the head of the sole executive body of the Association, or the chairman of the collegial executive body of the Association;
6. CIS – the comprehensive information and communication system of the Commission, the principles of creation and operation of which are provided for in the Procedure for Operation of the Comprehensive Information and Communication System of the National Commission on Securities and Stock Market, approved by the Decision of the National Commission on Securities and Stock Market of November 22, 2024 No. 17/21/1458/K03, registered in the Ministry of Justice of Ukraine on December 6, 2024, under No. 1869/43214;
7. official communication channel – means of the user's electronic cabinet of the CIS;
8. certificate of inclusion of the Association in the SRO Register (hereinafter – certificate of inclusion in the SRO Register) – a digital record confirming the fact of inclusion of the association of professional participants in capital markets in the SRO Register as an SRO;
9. authorized person – an employee of the Commission's Office, who by the Commission's order is assigned powers and tasked with ensuring the return of the Commission's powers that were transferred (additionally delegated) to the SRO.
10. SRO member – a professional participant of capital markets that conducts professional activity in capital markets and is included in the list of SRO members for the relevant type of professional activity conducted by such professional participant of capital markets. The term "creator" is used in this Regulation in the meaning provided for in the Law of Ukraine "On Public Electronic Registers". Other terms in this Regulation are used in the meanings provided for in the Laws of Ukraine "On Capital Markets and Organized Commodity Markets" (hereinafter – the Law) and "On State Regulation of Capital Markets and Organized Commodity Markets".

3. An Association registered and operating as a legal entity in the manner established by legislation, having the status of a non-profit organization in accordance with tax legislation, acquires the status of an SRO for the type of professional activity defined in part 2 of Article 41 of the Law, except for activities related to the organization of trading of financial instruments, from the date of entry into force of the relevant resolution of the Commission on inclusion of the Association in the SRO Register.

4. The acquisition of SRO status by the Association, the entry of professional participants of capital markets into the SRO, the adoption of SRO rules, regulations, and other documents, and amendments thereto do not belong to coordinated actions of business entities.

5. One Association may acquire SRO status for one or several types of professional activity in capital markets. For each type of professional activity in capital markets, SRO status may be acquired by only one Association.

6. Membership of professional participants of capital markets in the Association and/or in the SRO is voluntary.

II. Requirements for Acquiring SRO Status

7. To acquire SRO status, the applicant must meet the following requirements:

1. unite 100 percent of professional participants of capital markets of the relevant type of professional activity in capital markets for which the Association intends to obtain SRO status;
2. have internal documents of the Association approved by the Association and approved by the Commission, provided for in Section IX of this Regulation;
3. regarding the business reputation, professional suitability, and conflict of interest of the head and deputy head(s) of the executive body of the applicant, heads of structural subdivisions of the applicant. The business reputation of the head and deputy heads of the executive body of the applicant, heads of structural subdivisions of the applicant must meet the requirements for the business reputation of persons ensuring the functioning of the internal control system of a professional participant, defined in Standard No. 4 "Corporate Governance in Professional Participants of Capital Markets and Organized Commodity Markets. Organization and Operation of the Internal Control System in Professional Participants Not Belonging to Enterprises of Public Interest and Systemically Important Professional Participants", approved by the Decision of the National Commission on Securities and Stock Market of December 30, 2021 No. 1291, registered in the Ministry of Justice of Ukraine on February 28, 2022, under No. 263/37599. Professional suitability of the head and deputy heads of the executive body of the applicant, heads of structural subdivisions of the applicant is determined as a combination of knowledge, professional and managerial experience of a person necessary for the proper performance of official duties. Persons specified in this paragraph must have higher education not lower than the first (bachelor's) level of higher education. The head and deputy heads of the executive body, heads of structural subdivisions of the applicant must have work experience of not less than three years in professional participants, financial institutions, including foreign financial institutions / commodity exchanges, and/or in bodies exercising state regulation and supervision over such persons, and/or in self-regulatory organizations of professional participants, and/or in scientific, scientific-pedagogical, or pedagogical activity in the field of finance and/or financial services. The head of the legal department must have higher legal education not lower than the second (master's) level of higher education and work experience in the specialty of not less than 3 years. In the event that the Association plans to independently perform the function of certification of executives of professional participants of capital markets who are members of such Association, the competence of the head of the structural subdivision ensuring the performance of such function must, for each of the evaluation criteria in Table 1 of Appendix 6 to the Certification Regulation, have a competence level of 3. At the same time, work experience in financial markets is equated to scientific, scientific-pedagogical, or pedagogical activity in the field of finance and/or financial services;
4. have assets in ownership for ensuring charter activities in an amount of not less than 1 million hryvnias. In the event that the Association plans to independently perform the function of certification of executives of professional participants of capital markets who are members of such Association, the amount of monetary funds must be sufficient to cover operating costs calculated for 3 months based on the financial reporting for the previous year;
5. the resource base of the Association must meet the following requirements: presence of a premises in ownership or lease, separated from the premises of other legal entities, the size of which must be not less than 30 sq. m, and which must be equipped with fire alarm and have a security alarm or be provided with round-the-clock security, including by concluding a contract for round-the-clock security in the event that the document confirming the right of ownership or use of the premises does not provide for such security of the premises. Access to the premises must be ensured for persons with disabilities and low-mobility groups of the population; presence of computer equipment with appropriate software that allows ensuring compliance with the requirements for submission of information to the Commission established by legislation, which meet the requirements defined by regulatory legal acts of the Commission, communication channels (hereinafter – software and technical support). The Association must take measures to continue the validity of relevant contracts or to replace components of the software and technical support; presence of separate telephone, electronic communication, including electronic mail;
6. presence of a website on which information specified in subparagraph 5 of paragraph 40 of this Regulation must be posted. The website must meet the following requirements: provide free access to information posted on the Association's website, which cannot be restricted; charging a fee for access to information posted on the Association's website is prohibited; information must be posted on the Association's website in a manner that ensures its easy and understandable search;
7. the structural subdivision of the Association that will ensure the function of certification of executives of professional participants of capital markets who are members of such Association, or the provider of corresponding services (in the event of outsourcing the certification function by the Association) must meet the requirements defined by the Certification Regulation for the Methodological Center. The Association using outsourcing bears full and unconditional responsibility for the actions of the service provider performed by such service provider in execution of the outsourcing contract.

8. The SRO must conduct its activities only at the location specified in its registration documents. The SRO is obliged to comply with the requirements specified in paragraph 7 of this Regulation both when obtaining SRO status and throughout the entire period of its activity.

III. Submission and Consideration of Documents for Obtaining SRO Status.

9. To acquire SRO status, the applicant submits to the Commission an application for inclusion in the SRO Register (Appendix 1) (hereinafter – Application) and the following documents:

1. a list (description) of documents submitted together with the Application, in which the full list of documents submitted and the number of pages in such document are specified;
2. internal documents of the applicant in accordance with the requirements defined in subparagraph 2 of paragraph 7 of this Regulation. Internal documents of the applicant not approved by the Commission may be submitted for approval simultaneously with the Application;
3. a decision of the general meeting of members of the applicant regarding its registration as an SRO;
4. annual financial reporting of the applicant together with an audit report (report of an independent auditor) regarding the annual financial reporting for the previous year preceding the date of submission of documents, with disclosure of information regarding the size and composition of the applicant's assets (except for applicants in which the reporting period (year) from the date of creation has not yet arrived);
5. financial reporting of the applicant for the last quarter preceding the date of submission of documents, together with an auditor's report (report of an independent auditor) regarding the review of interim financial reporting with disclosure of information regarding the size and composition of the applicant's assets (except for the last quarter of the reporting year in cases where such quarter is the last quarter preceding the date of submission of documents, in the event of submission of annual financial reporting together with an audit report (report of an independent auditor) for that year);
6. a decision of the controlling body regarding the inclusion of the applicant in the Register of Non-Profit Institutions and Organizations;
7. a link in the format of a Uniform Resource Locator (URL address) to the register of professional participants of capital markets – members of the applicant who conduct the type of professional activity in capital markets for which the applicant submitted the Application;
8. a questionnaire of the head, deputy head(s) of the applicant, heads of structural subdivisions, and the head of the structural subdivision that will ensure the performance of the certification function (if any) (Appendix 2) and a questionnaire regarding the competence level of the head of the structural subdivision that will ensure the performance of the certification function (if any) (Appendix 3);
9. a certificate from the competent authority of the country of permanent residence and citizenship of the head, deputy head(s) of the applicant, heads of structural subdivisions regarding the presence or absence of criminal records for such persons;
10. a certificate regarding the presence of the resource base defined in subparagraph 5 of paragraph 7 of this Regulation, compiled in arbitrary form;
11. a document confirming the payment by the applicant of the fee for inclusion in the SRO Register. The amount of the fee for inclusion in the SRO Register is determined in accordance with the Amounts of Fees for Registration Actions Regarding Participants of Capital Markets and Other Persons, approved by the Decision of the National Commission on Securities and Stock Market of June 13, 2022 No. 620, registered in the Ministry of Justice of Ukraine on August 10, 2022, under No. 909/38245 (hereinafter – Decision 620).

10. On the date of submission of the application and documents, the time period between the date of preparation (signing) of documents and the date of their submission cannot be more than one month. The specified requirements do not apply to contracts for the use of premises and financial reporting and documents issued or approved by state authorities. The decision of the general meeting of members of the applicant's Association regarding its registration as an SRO for the relevant type of professional activity cannot be dated earlier than the meeting of the last general meeting of the Association.

11. Documents specified in paragraph 9 of this Regulation are sent to the Commission via the official communication channel in electronic form taking into account the requirements of legislation on electronic documents and electronic document flow. Documents created in electronic form or created as an electronic copy of a paper document (scan copy) submitted by the applicant in accordance with this Regulation: must be separate files created in electronic form or created as an electronic copy of a paper document (scan copy) in Portable Document Format / A (PDF 1.4 ISO 19005-1:2005 specification format) – PDF/A or Rich Text Format – RTF, or Excel (.xlsx), or Word (.doc) or Word (.docx), the format and type of which are chosen by the applicant independently; each document must be signed with a qualified electronic signature and/or qualified electronic seal, based on a qualified open key certificate in accordance with the requirements of legislation on electronic document flow and electronic trust services; must not contain inaccuracies. The creation of electronic documents formed by the applicant in electronic form or formed as an electronic copy of a paper document (scan copy) is carried out using the applicant's electronic signature based on a qualified open key certificate, which must contain identification data of the legal entity, represented by the authorized person (full or abbreviated name and identification code). In the event that the qualified open key certificate of the authorized person of the applicant does not contain the data specified in this paragraph, such electronic documents remain without movement. The authorized person of the applicant who signed the electronic document, in this way, certifies the authenticity of the data provided in such documents, the correspondence of electronic copies of documents to the originals of such documents in paper form. The day of receipt of documents from the applicant is the working day of their arrival at the Commission through the personal cabinet in the CIS.

12. The Commission carries out the consideration of the Application and documents specified in paragraph 9 of this Regulation within 30 calendar days from the date of their receipt. The consideration by the Commission of the application and documents submitted by the applicant in accordance with this section is carried out in accordance with the Law of Ukraine "On Administrative Procedure" taking into account the features provided for in the Procedure for Providing Administrative Services by the National Commission on Securities and Stock Market, approved by the Decision of the National Commission on Securities and Stock Market of November 17, 2021 No. 1124, registered in the Ministry of Justice of Ukraine on February 3, 2022, under No. 147/37483, and this Regulation.

13. Upon the application of the applicant during the term for consideration of the Application and documents submitted to the Commission in accordance with paragraph 9 of this Regulation, in connection with the refusal to consider the specified documents or for the purpose of refining the submitted documents, the Commission, from the date of receipt of such application, ceases consideration of documents submitted in accordance with this Regulation. Submitted documents are considered returned to the applicant from the date of receipt by the Commission of the corresponding application. After refinement, the applicant submits documents in the general order provided for in paragraph 11 of this Regulation.

14. In the event of submission by the applicant of documents in violation of the established requirements of this Regulation regarding the procedure for their submission and signing, and/or non-compliance of documents with the list (description) of documents, and/or their submission in an incomplete volume, and/or detection of non-compliance of the format of submitted documents with the requirements of this Regulation, the notification on the initiation of administrative proceedings regarding registration actions indicates the leaving of the Application and other documents without movement and the list of identified deficiencies, the method and term for eliminating deficiencies, as well as methods, procedure, and terms for appealing the decision on leaving the Application and other documents without movement. Upon the application of the applicant, the Commission may extend the term for eliminating identified deficiencies. In the event of eliminating identified deficiencies within the term established by the Commission, the Application is considered submitted on the day of its primary submission. At the same time, the term for consideration of documents is extended by the term of leaving the Application without movement.

15. As a result of the consideration of submitted documents, the Commission as a collegial body issues one of the following resolutions: regarding the inclusion of the applicant in the SRO Register and issuance of a certificate of inclusion in the SRO Register. regarding the refusal to grant the applicant SRO status.

16. Grounds for refusing to grant the applicant SRO status are:

1. submission to the Commission of an incomplete package of documents necessary for inclusion in the SRO Register, in the event that the applicant, within the term for eliminating deficiencies specified in the Commission's notification on leaving the Application without movement in accordance with paragraph 14 of this...

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