Securities and Exchange Commission (Stock Dealer, Stock Broker and Authorized Representative) Rules, 2000 [Updated till August 24, 2021]

Bangladesh Gazette
Extraordinary Number
Published by Authority
Wednesday, November 29, 2000
Vol. 8 -- Notifications and Notices issued by or under the authority of private persons and corporations.

Securities and Exchange Commission

Notification
Date, 15th Kartik, 1407/30th October, 2000.
No.-SEC/Reg/Pro:Stock D: & B: /2000/754-- In exercise of the powers conferred by Section 24(1) of the Securities and Exchange Commission Act, 1993 (1993 Act No. 15), the Securities and Exchange Commission, with the previous approval of the President, hereby makes the following rules:

1. Short title. These rules shall be called the [Securities and Exchange Commission (Stock Dealer, Stock Broker and Authorized Representative) Rules, 2000].

2. Definitions.--

[(1)] Unless there is anything repugnant in the subject or context, in these rules:

[(a) "Authorized Representative" means any person who has obtained a registration certificate from the Commission to conduct purchase and sale of securities and related activities as a representative of a stock dealer or stock broker in accordance with these rules.]

(b) "Ordinance" means the Companies Ordinance, 1969 (Ordinance No. XXVII of 1969);

(c) "Act" means the Securities and Exchange Commission Act, 1993 (1993 Act No. 15);

(d) "Audited Financial Statement" means the balance sheet, profit and loss account or income and expenditure statement, cash flow statement, statement of changes in equity and notes to accounts;

(e) "Schedule" means any schedule to these rules;

(f) "Registration Certificate" means any registration certificate mentioned in Section 10 of the Act, which is issued in accordance with these rules;

(g) "Form" means any form specified in the First Schedule;

(j) "Person" includes any company or incorporated body;

(k) "Stock Dealer" means any person who buys and sells securities for his own account;

(l) "Stock Broker" means any person who buys and sells securities on behalf of others.

1 Notification No.-SEC/CMARRCID/2001-002/Admin/01-37 dated February 23, 2009 has replaced the words "Stock Dealer and Stock Broker" with "Stock Dealer and Stock Broker" throughout the Act.
2 Incorporated through Notification No.-SEC/CMARRCID/ 2001-002/366/Admin/01-24 dated 2nd November 2004, published in the Bangladesh Gazette on April 13, 2005.
3 Replaced by Notification No.-SEC/CMARRCID/2001-002/Admin/01-37 dated February 23, 2009.

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[(2) The meanings assigned to words and expressions (defined terms) not defined in these rules shall be those ascribed to them in the Companies Ordinance, 1969 (Ordinance No. XXVII of 1969), the Banking Companies Act, 1991 (1991 Act No. 14), the Securities and Exchange Commission Act, 1993 (1993 Act No. 15), the Financial Institutions Act, 1993 (1993 Act No. 27), the Companies Act, 1994 (1994 Act No. 18), the Depository Act, 1999 (1999 Act No. 6) and any rules or regulations made thereunder.]

2 [2A. Compliance with Orders or Directives.-- The compliance provisions mentioned in these rules shall be deemed to be compliance with directives or orders issued by the Securities and Exchange Commission in accordance with the Securities and Exchange Commission Act, 1993:
Provided that the Commission may issue any other order or directive from time to time under these rules.]

3. Prohibition of purchase and sale of securities without registration certificate.-- Subject to the provisions of Rules 21 and 22, no stock dealer, stock broker or authorized representative shall carry out any purchase and sale of securities and related activities without a valid registration certificate issued under these rules.

4. Eligibility for obtaining registration certificate.-- (1) A person shall not be eligible to obtain a registration certificate as a stock dealer or stock broker if:

(a) He is not a member of any stock exchange;

(b) He is a merchant banker, portfolio manager, trustee of a mutual fund, custodian or asset management company;

3 [(c) He is not a company or incorporated body, and his paid-up capital is not at least twenty-five lakh Taka:
Provided that,-
(i) If he is a member of more than one stock exchange, the amount of such minimum paid-up capital shall be multiplied by the number of his memberships; and (ii) At least one-fourth of his paid-up capital shall be held as net current assets (NCA); And further provided that, with respect to those stock dealers or stock brokers who are currently operating with a registration certificate on the date of publication of this amendment in the Gazette, they shall be required to obtain such eligibility and fulfill the conditions within one year from said date.]

(d) He or any member of his board of directors has been convicted of any criminal offense involving fraud, deception or dishonest business practices;

(e) He or any member of his board of directors has been declared insolvent or of unsound mind by a court;

1 [(ee) He or any member of his board of directors is identified as a Non-Satisfactory Borrower (NSB) according to the report issued by Bangladesh Bank.]

1 Incorporated through Notification No.-SEC/CMARRCID/ 2001-002/ 366/Admin/01-24 dated 2nd November 2004, published in the Bangladesh Gazette on April 13, 2005.
2 Incorporated by Notification No.- SEC/CMARRCID/2001-002/Admin/03-17 dated January 9, 2006, which was published in the Bangladesh Gazette on April 5, 2006.
3 Replaced by Notification No. SEC/CMARRCID/2001-02/Admin-14, dated May 12, 2002, which was published in the Bangladesh Gazette on June 04, 2002.

2 [(f) He or any member of his board of directors is associated with a stock dealer or stock broker whose registration certificate was cancelled in the past three years, or if such stock dealer or stock broker is a company or incorporated body, he becomes a member of its board of directors;]

3 [(g) He, with the approval of the relevant stock exchange, does not appoint a Supervisory Officer (Supervisory Officer) as such:
Provided that, the Supervisory Officer shall submit a report on the supervision of his daily operations to the employing officer, the relevant stock exchange, and if necessary, to the Commission, in the time and manner determined by the stock exchange.]

4 [And further provided that, the supervisory officer must necessarily hold at least a bachelor's degree, and the Commission may impose any conditions on this matter from time to time.]

(2) A person shall not be eligible to obtain a registration certificate as an authorized representative if he:

(a) Is less than twenty-one years of age;

(b) Does not possess a Higher Secondary School Certificate or equivalent academic qualification;

(c) Has not been trained in the purchase and sale of securities and related activities from a training course conducted by the Commission or any institution recognized by it, or does not have the experience specified by order of the Commission;

5 [(d)]

(e) Has been convicted of any criminal offense involving fraud, deception or dishonest business practices; or

(f) Has received any punishment from the Commission or any stock exchange.

6 [(3)]

7 [(4) An authorized representative may work as an appointed representative of such stock dealer or stock broker by executing an agreement with the relevant stock exchange associated with such stock dealer or stock broker, as determined by the stock exchange and approved by the Commission.].

5. Submission of application for registration certificate, consideration, etc.-- (1) An application for obtaining a registration certificate shall be submitted in the following forms and with the following fees, namely:-

(a) For a stock dealer or stock broker, in Form A and with a fee of [Two Lakh Taka];

(b) For an authorized representative, in Form B and with a fee of [Five Thousand Taka].

1 Incorporated through Notification No.-SEC/CMARRCID/2001-002/366/Admin/01-24 dated 2nd November 2004, published in the Bangladesh Gazette on April 13, 2005; 2 Replaced by Notification No. SEC/CMARRCID/2001-02/Admin-14, dated May 12, 2002, which was published in the Bangladesh Gazette on June 04, 2002; 3 Incorporated by Notification No.- SEC/CMARRCID/2001-002/Admin/03-17 dated January 9, 2006, which was published in the Bangladesh Gazette on April 5, 2006. 4 Incorporated by Notification No.-SEC/CMARRCID/2001-002/03-17 dated January 9, 2006, which was published in the Bangladesh Gazette on April 5, 2006. 5 Deleted by Notification No.-SEC/CMARRCID/2001-002/Admin/01-37 dated February 23, 2009. 6 Deleted by Notification No. SEC/CMARRCID/2006/159/Admin/03/27 dated July 23, 2007, which was deleted by notification published in the Bangladesh Gazette on October 22, 2007. 7 Replaced by Notification No.-SEC/CMARRCID/2001-002/Admin/01-37 dated February 23, 2009. 8 Notification No.-BSEC/CMARRC/2019-392/24/Admin/124, dated June 30, 2021 has replaced the words "Fifty Thousand Taka" with "Two Lakh Taka", which was published in the Bangladesh Gazette on August 24, 2021. 9 Notification No.-BSEC/CMARRC/2019-392/24/Admin/124, dated June 30, 2021 has replaced the words "One Thousand Taka" with "Five Thousand Taka" only, which was published in the Bangladesh Gazette on August 24, 2021.

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(2) The fee specified in sub-rule (1) shall be deposited with the Commission by means of a bank draft or pay order.

1 [(3) The application of a stock dealer, stock broker or authorized representative, along with the bank draft or pay order and the recommendation of the relevant stock exchange, shall be submitted to the Commission office through the said stock exchange:
Provided that, before providing its recommendation, the relevant stock exchange shall examine the documents and information submitted by the applicant, fill out Form 'C' (which shall not be applicable for authorized representatives), and attach it with Form 'A'.

(4) The applicant shall submit the necessary documents supporting the information mentioned in the form, and additional information and documents as directed by the Commission, in accordance with such directions.

(5) If satisfied with the application, the Commission shall approve the application and issue the registration certificate in Form G within forty-five days of obtaining all necessary information regarding the application; otherwise, it shall reject it with written reasons within said period and inform the applicant of such decision.

2 [(6) Upon approval of the registration certificate by the Commission, the stock broker or stock dealer shall deposit Five Lakh Taka with the Commission as registration fee.]

3 [5A. Rejection of application due to director composition in certain cases.-- If the applicant for a registration certificate for a stock dealer or stock broker is a company, its application shall be rejected if more than 50% of the members of its board of directors are members of the board of directors of its promoter company.].]

6. Cancellation of certificate in case of transfer of membership.-- (1) If a stock dealer or stock broker wishes to transfer his membership of a stock exchange, he shall submit the registration certificate issued in his name by the Commission to the stock exchange along with the application for transfer of membership.

(2) From the date of effect of such transfer by the stock exchange, the relevant registration certificate shall be deemed cancelled, and the stock exchange shall send the cancelled registration certificate to the Commission within the next working day from the date of effect of the transfer:
Provided that, the transfer agreement shall include a clause that all pending liabilities and obligations of the transferor regarding securities transactions on the date of transfer have been transferred to the transferee, and the transferee shall also record in such document an undertaking that he has voluntarily accepted such liabilities and obligations and shall be bound to fulfill and settle them:
And further provided that, the stock exchange shall not approve any transfer without such clause and undertaking.

4 [7. Term of registration certificate.-- The term of the registration certificate issued under Rule 5 shall be one year from the date of its issuance for a stock dealer or stock broker, and five years from the date of its issuance for an authorized representative.]

8. Renewal of registration certificate.-- (1) For the purpose of renewing any registration certificate, an application shall be made in Form D at least thirty days prior to the expiry of its term, along with the original certificate, and along with the application:

1 Notification No.-BSEC/CMARRC/2019-392/24/Admin/124, dated June 30, 2021 has replaced the words "Fifty Thousand Taka" with "Two Lakh Taka", which was published in the Bangladesh Gazette on August 24, 2021.
2 Incorporated by Notification No.-BSEC/CMARRC/2019-392/24/Admin/124, dated June 30, 2021, which was published in the Bangladesh Gazette on August 24, 2021.
3 Replaced by Notification No.-SEC/CMARRCID/2001-002/124/Admin/39 dated March 11, 2012, which was published in the Bangladesh Gazette on April 1, 2012.
4 Replaced by Notification No.-SEC/CMARRCID/2001-002/74/Admin-01/35 dated August 14, 2008, which was published in the Bangladesh Gazette on November 18, 2008.

(a) For a stock dealer or stock broker, a bank draft or pay order for a fee of [Fifty Thousand Taka] deposited with the Commission;

(b) For an authorized representative, a bank draft or pay order for a fee of [One Thousand Taka] deposited with the Commission.

(2) If the application is not submitted within the time specified in sub-rule (1), an additional fee of [One Thousand Taka] for each day of delay shall be deposited with the Commission for a stock dealer or stock broker, and [Five Hundred Taka] for an authorized representative:

5 [Provided that, for authorized representatives, the amount of such additional fee shall not exceed [Twenty Thousand Taka]:
And further provided that, if an authorized representative does not renew his registration certificate within one year after the expiry of its term, his registration certificate shall be deemed cancelled. In such case, the relevant person may apply for a new registration certificate by paying a registration fee of [Thirty Thousand Taka] and submitting the previous certificate, subject to compliance with other provisions of Rule 5.]

8 [(3) For the purpose of renewing the registration certificate, the specified part of the application form shall be filled out by the relevant stock exchange and the form shall be submitted to the Commission office through the said stock exchange:
Provided that, before filling out the specified part of the form, the applicant shall examine the documents and information submitted, fill out Form 'F', and attach it with Form 'D'.]

9 [(4) If the application for renewal is submitted correctly in accordance with these rules, the Commission shall renew the relevant box of the registration certificate for the next one year for a stock dealer or stock broker, and for the next five years for an authorized representative.]

1 Notification No.-BSEC/CMARRC/2019-392/24/Admin/124, dated June 30, 2021 has replaced the words "Fifty Thousand Taka" with "Two Lakh Taka", which was published in the Bangladesh Gazette on August 24, 2021.
2 Notification No.-BSEC/CMARRC/2019-392/24/Admin/124, dated June 30, 2021 has replaced the words "Fifty Thousand Taka" with "Two Lakh Taka", which was published in the Bangladesh Gazette on August 24, 2021.
3 Notification No.-BSEC/CMARRC/2019-392/24/Admin/124, dated June 30, 2021 has replaced the words "Fifty Thousand Taka" with "Two Lakh Taka", which was published in the Bangladesh Gazette on August 24, 2021.
4 Notification No.-BSEC/CMARRC/2019-392/24/Admin/124, dated June 30, 2021 has replaced the words "Fifty Thousand Taka" with "Two Lakh Taka", which was published in the Bangladesh Gazette on August 24, 2021.
5 Notification No.-SEC/CMARRCID/2001-002/122/Admin/38 dated February 09, 2012 has been added, which was published in the Bangladesh Gazette on March 05, 2012.
6 Notification No.-BSEC/CMARRC/2019-392/24/Admin/124, dated June 30, 2021 has replaced the words "Fifty Thousand Taka" with "Two Lakh Taka", which was published in the Bangladesh Gazette on August 24, 2021.
7 Notification No.-BSEC/CMARRC/2019-392/24/Admin/124, dated June 30, 2021 has replaced the words "Fifty Thousand Taka" with "Two Lakh Taka", which was published in the Bangladesh Gazette on August 24, 2021.
8 Incorporated through Notification No.-SEC/CMARRCID/ 2001-002/366/Admin/01-24 dated 2nd November 2004, published in the Bangladesh Gazette on April 13, 2005; 2 Replaced by Notification No.-SEC/CMARRCID/2001-002/74/Admin-01/35 dated August 14, 2008, which was published in the Bangladesh Gazette on November 18, 2008.

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9. Issuance of duplicate registration certificate.-- (1) If a registration certificate is lost, misplaced, destroyed or unfit for use, the Commission may, subject to the following conditions and procedures, provide a duplicate copy to the relevant stock dealer, stock broker or authorized representative, namely:-

(a) If the registration certificate is lost or misplaced, the relevant stock dealer, stock broker or authorized representative shall record the matter in the General Diary of the police station and thereafter publish a notice in a daily newspaper mentioning the loss or misplacement and requesting the return of the registration certificate;

(b) One week after publishing the notice under clause (a), the relevant stock dealer, stock broker or authorized representative shall apply to the Commission for the issuance of a duplicate certificate and submit the following documents along with the application, namely:-

(c) A bank draft or pay order for a fee of [Ten Thousand Taka] deposited with the Commission;

(d) In case of loss or misplacement of the registration certificate, a certified copy of the General Diary mentioned in clause (a) and a copy of the notice; and

(e) In case of destruction or unfitness for use of the registration certificate,

the remaining part of the certificate (if any).

(2) If satisfied with the application submitted under sub-rule (1), the Commission shall issue the duplicate registration certificate within seven days of its receipt based on the relevant register and other information; otherwise, it shall inform the applicant of its decision to reject it with written reasons within said period.

1 Notification No.-BSEC/CMARRC/2019-392/24/Admin/124, dated June 30, 2021 has replaced the words "One Thousand Taka" with "Ten Thousand Taka", which was published in the Bangladesh Gazette on August 24, 2021.
2 Notification No. SEC/CMARRCID/2001-002/Admin/03-17, dated January 9, 2006 has been amended, which was published in the Bangladesh Gazette on April 5, 2006; 3 Replaced by Notification No. SEC/CMARRCID/2001-02/Admin-14, dated May 12, 2002, which was published in the Bangladesh Gazette on June 04, 2002.

10. Register.-- The Commission and the relevant stock exchange shall record basic information regarding certificates issued under Rule 5, certificates renewed under Rule 8, and duplicate certificates issued under Rule 9 in a register.

11. Duties of certificate holders.-- Each stock dealer, stock broker and authorized representative shall conduct his business with the utmost honesty and trustworthiness and shall duly comply with all conditions of the Act, Ordinance, these rules, the code of conduct specified in the Second Schedule, and the registration certificate.

12. Cancellation, suspension, etc. of registration certificate.-- (1) Without prejudice to the provisions of sub-rule (6), if a stock dealer, stock broker or authorized representative loses his eligibility according to Rule 4, or violates any provision of the Act, Ordinance or these rules or any condition of the registration certificate, or disobeys any code of conduct specified in the Second Schedule, the Commission may cancel his certificate [or impose a fine on him under the Act]:
    Provided that, except in cases of loss of eligibility, if the Commission deems it appropriate, it may suspend his operation for up to one year without cancelling the certificate:

3 [And further provided that, before imposing any fine or cancelling or suspending any certificate, the Commission shall provide the relevant stock dealer, stock broker or authorized representative with an opportunity to submit his written representation by issuing a notice of at least ten days mentioning the reasons for the fine, cancellation or suspension.]

(2) After receiving the notice under sub-rule (1), if the relevant stock dealer, stock broker or authorized representative submits his representation within the time specified in the notice, the Commission shall, after considering such representation and the investigation report submitted under sub-rule (3), and if necessary, providing a personal or representative hearing, take a decision on the proposed [fine, certificate] cancellation or suspension and inform the decision in writing.

(3) For the convenience of taking decisions under this rule, if the Commission deems it necessary, it may appoint one or more investigators, and such investigators shall perform investigation work according to the Commission's directives and submit a report.

(4) The investigators may interrogate the relevant stock dealer, stock broker or authorized representative and other persons, examine relevant documents, and if necessary, take copies thereof, and all concerned shall be bound to cooperate with the investigators in this matter.

(5) If any registration certificate is cancelled or suspended under this rule, a copy of such decision shall be sent to the relevant stock exchange and the matter shall be recorded in the register mentioned in Rule 10.

(6) If the Commission is satisfied in a special case that it is necessary to suspend the operation of any registration certificate before taking any decision under sub-rule (1), it may, before or after issuing the notice under the proviso of sub-rule (1), suspend the operation of such certificate for up to thirty days after a summary hearing, and if so done, it shall inform the relevant stock exchange in writing regarding the matter.

(7) If the operation of any registration certificate is suspended under sub-rule (1) or (6), the relevant stock dealer or stock broker or authorized representative shall not carry out any activity based on such certificate.

13. Account books, documents, etc. of stock dealer or stock broker.-- (1) Each stock dealer or stock broker shall maintain the following additional account books, documents, registers and deeds in addition to the account books, registers and other documents or deeds specified by the Ordinance or rules made thereunder, namely:-

(a) A register containing the names, addresses and relevant code numbers of clients;

(b) The following registers related to securities purchase and sale:- (i) Bill or contract-based register, (ii) Security-based register, (iii) Client-based register;

(2) If account books, registers and other deeds are maintained through computers, a printed copy (hard copy) of them, duly signed by the appropriate authorized officer, shall be maintained at all times.

(3) If an authorized representative is under a stock dealer or stock broker, in addition to the account books, registers and documents mentioned in sub-rule (1), he shall maintain the following documents:-

(a) A list containing the names and addresses of authorized representatives;

(b) Agreements containing the responsibilities and scope of work of authorized representatives.

2 [(4) Each stock dealer or stock broker shall submit the audited financial statements for each other year applicable to him to the Commission through the relevant stock exchange within four months of the end of such other year, provided that this time limit may be extended by the Commission with the recommendation of the relevant stock exchange:
Provided that, if the certificate holder is a member of more than one stock exchange, his business-related accounts shall be stated separately in the account statements for each stock exchange:
And further provided that, no information other than information related to authorized activities shall be included in the account statements. However, in the case of banks, insurance or financial institutions, such information may be shown separately.]

1 Notification No.- SEC/CMARRCID/2001-002/Admin/03-17 dated January 9, 2006 has been incorporated, which was published in the Bangladesh Gazette on April 5, 2006.
2 Replaced by Notification No. SEC/CMARRCID/2001-02/Admin-14, dated May 12, 2002, which was published in the Bangladesh Gazette on June 04, 2002.

(5) The Commission may, from time to time by order, determine the method for maintaining the reserve accounts, registers, and other documents under these Rules and for preparing official financial statements.

(6) Notwithstanding anything contained in these Rules, if the Commission deems it necessary, it may appoint a special auditor to audit the accounts of any stock dealer or stock broker, the cost of which shall be borne by such stock dealer or stock broker. The special auditor shall submit an audit report to the Commission within the time specified in the appointment letter.

14. Period of maintenance of accounting books, etc. - The accounting books, registers, contracts, and other documents mentioned in Rule 13 shall be maintained for at least seven years.

15. Inspection of stock dealers, stock brokers, and authorized representatives - For the purpose of ensuring that any stock dealer, stock broker, or authorized representative under the Act is discharging their duties and functions and complying with the provisions of these Rules, the Commission may, on its own initiative or based on any complaint or information received by it, if it deems necessary, inspect the accounting books, registers, and other documents of any stock dealer, stock broker, or authorized representative. For this purpose, it may appoint any person or institution subordinate to it as an inspector.

16. Procedure of inspection, etc. - (1) Any inspector appointed under Rule 15 may commence inspection activities by providing at least three days' notice for the purpose specified by the Commission, or without notice if deemed urgent.

(2) If inspection activities are commenced under sub-rule (1), the concerned stock dealer, stock broker, or authorized representative shall be obliged to provide all accounting books, registers, and other documents and relevant information as demanded by the inspector and provide necessary assistance for the smooth conduct of the inspection.

(3) The inspector shall complete the inspection within 30 working days from the receipt of the inspection order from the Commission and submit the results of the inspection to the Commission in the form of a report; however, the Commission may extend this time limit if necessary.

(4) The Commission shall take necessary action based on the said report or take further inspection measures if deemed necessary, and shall inform the concerned parties, including the complainant mentioned in Rule 15, about the actions taken.

17. Appeal. - (1) If any stock dealer, stock broker, or authorized representative is aggrieved by any order issued under these Rules, they may file an appeal with the Commission within 15 days of receiving the order.

(2) The said appeal form Ng- shall be submitted to the Commission along with a bank draft or pay order of [One Thousand Taka] as fee.

(3) If additional information is required beyond that mentioned in Form Ng-, it may be recorded on additional paper and submitted, and necessary documents supporting the arguments presented in the appeal may be attached.

(4) For the convenience of considering the appeal, the Commission may provide an opportunity for a personal hearing to the appellant either personally or through a representative, and may call for necessary documents or information from the appellant or their representative.

(5) The Commission shall decide the appeal and inform the appellant of its decision within 30 working days of receiving the appeal application.

1 Notification No.-BSEC/CMMRC/2019-392/24/Admin/124, dated June 30, 2021, replacing the words "One Hundred Taka" with "One Thousand Taka", which was published in the Bangladesh Gazette on August 24, 2021.

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(6) If, according to the decision given in the appeal, the license of any stock dealer, stock broker, or authorized representative is cancelled or suspended, a copy of such decision shall be provided to the concerned stock exchange.

(7) If the validity of the registration certificate is suspended under Rule 12(1) or 12(7), the suspension order regarding the validity of the registration certificate shall remain in force until the appeal is decided.

18. Reconsideration. - The Commission may reconsider the decision given under Rule 17 on its own initiative or based on the application of the concerned person, and in this case, the Commission's decision shall be final.

19. Status of subordinate authorized representatives in case of cancellation of stock dealer or stock broker license. - If the license of any stock dealer or stock broker under these Rules is cancelled or suspended, any authorized representative subordinate to such stock dealer or stock broker shall not be able to purchase or sell securities or perform related activities under the name of such stock dealer or stock broker.

20. Service of notices, etc. - If it is necessary to serve any notice under these Rules or to inform any person or institution about any order or other matter, such notice may be served to the authorized representative of such person or institution, or the matter may be informed; otherwise, such notice may be served or the matter may be informed to the last known address of such person or institution, or their authorized representative, by registered post or through special messenger or courier service, or if necessary, through newspapers.

21. Special provisions regarding certain stock dealers, stock brokers, and authorized representatives. - (1) Notwithstanding anything contained in these Rules, prior to their commencement:

(a) Stock dealers and stock brokers who are not registered companies or statutory bodies may continue to conduct their business subject to the renewal of their license under these Rules, and if they do not have any other disqualification under these Rules, their license renewal application shall not be rejected solely on the ground that they are not companies or statutory bodies:

1
[
2
[Provided that they must be converted into companies by December 31, 2006.]]

3
[Further provided that if at least 51% shares of a converted company are held by family members (only themselves, husband, wife, father, mother, son, daughter, son-in-law, or daughter-in-law) of the stock dealer or stock broker with existing individual ownership, there shall be no hindrance in the operation of such stock dealer or stock broker by the converted company during the conversion period, subject to the validity of the relevant license.]

(b) Any authorized representative appointed by a stock dealer or stock broker may continue to operate until June 30, 2001, subject to the validity of their appointment:

Provided that if they are not registered under these Rules within the said period, they shall not be able to operate as an authorized representative after the expiry of the said period.

4
[21A. Payment of fees, etc. in favor of the Commission. - Various types of fees, etc., in favor of the Bangladesh Securities and Exchange Commission may be deposited through pay orders, bank drafts, or electronic fund transfer.]

1 Notification No. SECI/CMMRC/2001-02/Admin-14, dated May 12, 2002, replacing the same, which was published in the Bangladesh Gazette on June 04, 2002.
2 Notification No. SECI/CMMRC/2006-159/Admin-03-25, dated August 20, 2006, replacing the same, which was published in the Bangladesh Gazette on November 26, 2006.
3 Inserted by Notification No. -SECI/CMMRC/2001-002/366/Admin/01-24, dated November 2, 2004, published in the Bangladesh Gazette on April 13, 2005; 4 Notification No.-BSEC/CMMRC/2019-392/24/Admin/124, dated June 30, 2021, added, which was published in the Bangladesh Gazette on August 24, 2021.

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22. Repeal and saving. - (1) The Securities and Exchange Commission (Stock Dealer, Stock Broker and Authorized Representative) Regulations, 1994, are hereby repealed.

(2) Notwithstanding such repeal, any act done, measure taken, order given, instruction or registration certificate issued, application, petition or appeal filed, fee deposited, record or document kept, investigation conducted, investigation report submitted, or notice served under the repealed regulations shall be deemed to have been done, taken, given, filed, deposited, kept, conducted, submitted, or served under these Rules.

First Schedule
(Forms)

Form Ka
[See Rule 5(1)(k) of the Securities and Exchange Commission (Stock Dealer, Stock Broker and Authorized Representative) Rules, 2000] Application to the Securities and Exchange Commission for Registration Certificate as Stock Dealer/Stock Broker

1. Name of the applicant:

2. Address of the applicant:
   [If the address changes, it must be informed in writing to the concerned stock exchange and Commission within three working days].

3. The stock exchange of which the applicant is a member:
   (a) Name and address:
   (b) Member code number:
   (c) Date of becoming a member:

4. In what capacity is the applicant seeking the certificate: Stock Dealer/Stock Broker
   (Cross out the inapplicable part)

5. Legal status of the applicant: Company/Statutory Body
   (Cross out the inapplicable part).

6. Name of the person signing on behalf of the applicant:
   and description of the power granted
   (Copy of the letter of authority must be submitted).

7. Applicant's (a) Office phone/fax:
   Telefax/E-mail-
   (b) Principal Executive's home phone/fax/telefax/e-mail

8. If the applicant is a company, the names, addresses, and details of any other companies/institutions where the directors have ownership or business interests.

9. Applicant's experience in securities business (if any):

10. Applicant's net capital position (on ............date):
    [Submit audited financial statements]

11. Is the applicant a merchant banker, portfolio manager, mutual fund trustee, custodian, or asset management company?

12. Has any member of the applicant or their board of directors ever been convicted of any criminal offense involving fraud, deception, or misconduct? If so, when, where, and for what offense?

13. Has any member of the applicant or their board of directors ever been declared bankrupt or insane by a court? If so, when, where?

14. Is the applicant or any member of their board of directors a defaulter of any bank loan? If so, which bank and how much money?

15. Details of the applicant's authorized representative (if any) -
    (a) Name
    (b) Father's name
    (c) Permanent address
    (d) Current address
    (e) Office address
    (f) Educational qualifications

16. Number of employees of the applicant:

17. Other information:
    I hereby declare that the information provided above is true and correct to the best of my knowledge and belief.
    Date............................. ........................
    Signature of the applicant
    Recommendation of the Stock Exchange
    It is hereby certified that the above-mentioned applicant.........................................................................(Name) is a member of this...................... Stock Exchange. His member code number is...................... and the date of membership is.............................. He is recommended for the issuance of a certificate as a Stock Dealer/Stock Broker.

................................
Chief Executive Officer/Secretary
Name...........................
Designation and Seal................
................Stock Exchange
Date:.......................
(Cross out the inapplicable part).

Form Kha
[See Rule 5(1)(k) of the Securities and Exchange Commission (Stock Dealer, Stock Broker and Authorized Representative) Rules, 2000].
Application to the Securities and Exchange Commission for Registration Certificate as Authorized Representative.

1. Name of the applicant:
2. Father's name of the applicant:
3. Address of the applicant:
   Telephone number
   [If the address changes, it must be informed in writing to the concerned stock exchange and Commission through the concerned stock dealer/stock broker within three working days].
4. Date of birth and age of the applicant:
5. Educational qualifications and professional training/experience of the applicant:
   (Certified copy of the certificate must be attached).
6. Applicant's -
   (a) Name of the concerned stock dealer/stock broker (b) Date and duration of the contract signed with him (Certified copy by the concerned stock dealer/stock broker must be submitted)
7. Date of appointment as an authorized representative
8. Has the applicant ever been convicted of any criminal offense involving fraud, deception, or misconduct? If so, when, where, and for what offense?
9. Other information
   I hereby declare that the information provided above is true and correct to the best of my knowledge and belief.
   ........................
   Date.............................. Signature of the applicant Recommendation of the Stock Exchange
   It is hereby certified that the above-mentioned applicant ........................................................................
   (Name) is an authorized representative appointed by ............................................. Stock Exchange's stock dealer/stock broker ....................................................................... (Name) ......................... Code number............................... He is recommended for the issuance of a certificate as an authorized representative.
   Date:...................................
   (Cross out the inapplicable part).
   Chief Executive Officer/Secretary
   Stock Dealer/Stock
   Broker's
   Verified Photo

Name..................................
Designation and Seal
......................Stock Exchange
Form Ga
[See Rule 5(5) of the Securities and Exchange Commission (Stock Dealer, Stock Broker and Authorized Representative) Rules, 2000].
(Commission's Letterhead)
Securities and Exchange Commission
Stock Dealer/Stock Broker/Authorized Representative Registration Certificate
Registration Serial No.............. Date of issuance of certificate.......................
Pursuant to the power conferred under Section 10(1) of the Securities and Exchange Commission Act, 1993 (Act No. 15 of 1993) and in accordance with the Securities and Exchange Commission (Stock Dealer, Stock Broker and Authorized Representative) Rules, 2000, this registration certificate is hereby issued to ........................................................ (Name) .......................................... Address ........................................ as a registered Stock Dealer/Stock Broker/Authorized Representative. He may purchase or sell securities and perform related activities under the conditions mentioned in this certificate. This registration certificate shall remain valid until ....................... date and may be renewed in the specified format in this certificate thereafter. On behalf of the Securities and Exchange Commission
...........................................
Signature of the issuing authority
Name: ..........................................
Designation and Seal ................................
Renewal of Certificate
(See Rule 8(4))
Until which date the renewal changed address,
Legal status, etc.
Signature, date of the authority and Seal
1.

10
(Conditions applicable to the registration certificate of Stock Dealer/Stock Broker/Authorized Representative) Conditions of the Certificate 1 [1. The recipient of the certificate shall not sell, gift, mortgage, lease, or transfer the certificate in any other manner, nor shall he allow anyone else to purchase or sell securities or conduct business under this certificate, nor shall anyone else purchase or sell securities or conduct business under this certificate.]
2. The recipient of the certificate shall be bound by the Securities and Exchange Commission Act, 1993 (Act No. 15 of 1993), the Securities and Exchange Commission (Stock Dealer, Stock Broker and Authorized Representative) Rules, 2000, and all orders or instructions issued or served by the Commission from time to time under these Rules, and all conditions of this certificate.
3. The recipient of the certificate shall maintain necessary accounting books, registers, files, and other documents as per Rule 13 of the aforementioned Rules.
4. The recipient of the certificate shall be obliged to provide necessary documents and information and all reasonable assistance as demanded by the investigator or inspector during the investigation or inspection of their affairs by the Commission.
5. If any client raises a complaint against the recipient of the certificate, he shall take reasonable and appropriate measures to provide necessary redressal within 30 days of receiving the complaint and inform the client regarding the same.
6. The recipient of the certificate shall submit a report to the stock exchange and the Commission within 30 days of the next year, detailing the nature and number of complaints received until December 31 of each English calendar year and the remedial measures taken and other relevant matters.
7. The stock dealer or stock broker, being a member of the stock exchange, shall abide by the relevant laws, rules, regulations, and other applicable conditions of that stock exchange.

1 Notification No. SECI/CMMRC/2001-02/Admin-14, dated May 12, 2002, replacing the same, which was published in the Bangladesh Gazette on June 04, 2002.

1
[8. If there is any change in the management, structure, or legal status of the stock dealer or stock broker, the recipient of the certificate, i.e., the members of their board of directors, shall be responsible for informing the Commission in writing through the concerned stock exchange within 15 days of such change.]
9. The stock dealer and stock broker shall arrange for necessary offices, equipment, and manpower to conduct their work.
10. The stock dealer or stock broker shall submit an official financial statement to the Commission as per Rule 13(4) of these Rules.
11. The stock dealer or stock broker shall purchase or sell securities every year as applicable to them.
Form Gha
[See Rule 8(1) of the Securities and Exchange Commission (Stock Dealer, Stock Broker and Authorized Representative) Rules, 2000] Application for Renewal of Registration Certificate of Stock Dealer, Stock Broker, and Authorized Representative

1. Name of the stock dealer/stock broker/authorized representative:

2. Serial number of the registration certificate:

3. Date of issuance, last renewal, and expiry of the certificate:

4. Changed address (if any):
   (a) Permanent:
   (b) Current:
   (c) Office:
   (d) Telephone/Telefax/Fax number/E-mail:

5. Brief description of any structural or legal changes in the status of the stock dealer/stock broker:
   (If any changes have occurred, they must be informed in writing to the concerned stock exchange and Commission within three working days along with a copy of the change)

6. Regarding the authorized representatives subordinate to the
   stock dealer/stock broker, their -
   (a) Name and code number
   (b) Address
   (If any changes have occurred, they must be informed in writing to the concerned stock exchange and Commission within three working days of the change) I hereby declare that the information provided above is true to the best of my knowledge and belief. Date: -------------------- ------------------- Signature of the applicant Recommendation of the Stock Exchange It is hereby certified that ----------------------------------(Name) Address ----------------------- ---------------------------- is an authorized representative appointed by this stock exchange's stock dealer/stock broker. The Securities and Exchange Commission is recommended for the renewal of his registration certificate. Date: --------------------- ------------------------ Note: Cross out only the inapplicable parts. Chief Executive Officer/Secretary ------------Stock Exchange Form Ng [See Rule 17(2) and 17(3) of the Securities and Exchange Commission (Stock Dealer, Stock Broker and Authorized Representative) Rules, 2000] Form of Appeal

7. Name and address of the appellant:

8. Serial number of the appellant's registration certificate (if any):

9. Number, date, and brief subject matter of the order against which the appeal is made (Copy of the order must be attached)

10. Grounds of appeal (Briefly mentioned, :
    Write on additional paper if necessary)

11. Description of documents submitted in support of the appeal
    (Documents must be submitted):

12. Do you desire a personal hearing?

13. Any additional remarks (if any):
    The above information and submitted documents are true to the best of my knowledge and belief.

........................
Date: ........................ Signature of the appellant 1 [Form 'Cha' [See Rule 5(3) of the Securities and Exchange Commission (Stock Dealer, Stock Broker and Authorized Representative) Rules, 2000]

1. Paid-up capital on --------- date [Rule 4(1)(g)]:
   (Audited financial statements must be attached)
2. Net assets on ---------- date (ঘবঃ ডড়ৎঃয) [Rule 4(1)(g)]:
3. Net Capital Balance on ------- date [ঝবপঁৎরঃরবং ধহফ ঊীপযধহমব জঁষবং, 1987 এর সংশিস্ন বিধি দ্রষ্টব্য]
4. Supervisory Structure (ঈড়সঢ়ষরধহপব অঁঃযড়ৎরঃু):
   Name and position [See Rule 4(1) (ch)]
5. Registrar of Joint Stock Companies and Firms:
   গবসড়ৎধহফঁস ধহফ অৎঃরপষবং ডভ অংংড়পরধঃরড়হ
   Is a certified copy attached?
6. Registrar of Joint Stock Companies and Firms:
   কতৃর্ক সত্যায়িত জবঃঁৎহ ডভ অষষড়ঃসবহঃ ডভ ঝযধৎবং (ঋড়ৎস ঢঠ) Is a certified copy attached?
7. Registrar of Joint Stock Companies and Firms:
   কতৃর্ক সত্যায়িত খরংঃ ডভ উরৎবপঃড়ৎং (ঋড়ৎস ঢওও) Is a certified copy attached?
8. অভভরফধারঃ Is it attached?:
   [Under the purview of Rule 4(1) (gh) and 4(1)(ng)]
9. Is the certification letter from the stock exchange attached as per Rule 4(1) (ch)?
10. ঈৎবফরঃ ওহভড়ৎসধঃরড়হ ইঁৎবধঁ (ঈওই) Report:
    Is the form prescribed by the Bangladesh Bank filled along with other relevant documents attached?

1 Notification No. -SECI/CMMRC/2001-002/366/Admin/01-24, dated November 2, 2004, published in the Bangladesh Gazette on April 13, 2005.

11. Contract regarding the transfer of stock exchange membership:
    (ঠবহফড়ৎং অমৎববসবহঃ) Is it prepared as per Rule 6(2) and are the financial matters mentioned in the transfer contract reflected in the relevant audited financial statements?
    Chief Executive Officer/Secretary
    Date: ...................... ............. Stock Exchange Ltd.
    Form 'Chha'
    [See Rule 8(3) of the Securities and Exchange Commission (Stock Dealer, Stock Broker and Authorized Representative) Rules, 2000] (Points 1 to 5 are not applicable to authorized representatives)
12. Paid-up capital on ------------- date [Rule 4(1) (g)].:
    (Audited financial statements must be attached)
13. Net assets on --------date (ঘবঃ ডড়ৎঃয) [Rule 4(1)(g)]:
14. Net Capital Balance on ------- date [ঝবপঁৎরঃরবং ধহফ ঊীপযধহমব জঁষবং, 1987 এর সংশিস্ন বিধি দ্রষ্টব্য]
15. Credit facilities provided by the applicant to his clients:
    (গবৎমরহ ঋধপরষরঃরবং) Is the গধৎমরহ জঁষবং, 1999 circular being followed?
16. Name and position of the supervisory structure (ঈড়সঢ়ষরধহপব অঁঃযড়ৎরঃু) [See Rule 4(1) (ch)] and whether he is discharging his duties properly
17. Description of any punitive/disciplinary action taken against the applicant in the past year
18. Whether the applicant is complying with the Code of Conduct specified in the Second Schedule of these Rules along with the conditions of the certificate, as applicable to him, and whether it is reflected in his documents; if not, description thereof
    Chief Executive Officer/Secretary
    Date: ------------- ----------Stock Exchange Ltd.]

Second Schedule
[See Rule 11 of the Securities and Exchange Commission (Stock Dealer, Stock Broker and Authorized Representative) Rules, 2000] Code of Conduct for Stock Dealers, Stock Brokers and Authorized Representatives

Code of Conduct Applicable to All

1. Integrity, Competence, etc. - Every stock dealer, stock broker and authorized representative shall maintain reputation, competence, reliability and integrity in the conduct of their business and related affairs.

2. Duty to Clients. - (1) Every stock dealer, stock broker and authorized representative shall, with reliability, purchase or sell securities for their clients at the best market price according to their instructions during business transactions with clients.

(2) He shall purchase and sell securities and carry out transactions according to the specific instructions provided by the client, and shall inform the client in writing in a timely manner whether the purchase or sale according to the client's instruction can be made or not. If any security has been sold, he shall pay the proceeds of the sale to the client in a timely manner, and if purchased, he shall supply the purchased securities and the relevant contract deed to the client in a timely manner after execution.

(3) Every stock dealer, stock broker or authorized representative shall provide all necessary assistance to the client in matters of transactions with the client, and he shall not knowingly or intentionally supply any document to his client that is considered misrepresentation (misrepresentation), and if such a document is supplied in any case, he shall take necessary remedial action as soon as possible.

(4) Every stock dealer, stock broker and authorized representative shall supply the contract deed for each security scrip (stock-paper) purchase or sale in the prescribed form to the client, and shall supply to his client the payable bills and receipts showing his brokerage separately for all transaction-related matters.

(5) No stock dealer, stock broker or authorized representative shall disclose any information of his client to any other person or misuse his personal investment information known due to the establishment of a business relationship with the client; however, he shall be obliged to provide transaction-related information of the client to the regulatory authority from time to time as needed.

(6) No stock dealer, stock broker or authorized representative shall, before accepting any security for transaction, ensure its genuineness, and in no case shall he deal in or encourage or assist in dealing in defective securities (which includes any forged, fake, disputed, lost, invalid or defective security).

3. Supply of Correct Information, etc. - No stock dealer, stock broker or authorized representative shall induce anyone to purchase or sell securities merely for the purpose of earning brokerage or commission, nor shall he supply any false or misleading prospectus (prospectus) or any other false information, nor supply any false or misleading information that would induce any person to purchase or sell or otherwise transfer any specific security.

4. Investment Advice. - No stock dealer, stock broker or authorized representative shall give any advice to any of his clients to purchase, sell or hold securities unless it is apparent from the information provided by the client regarding his financial situation, investment purpose and matters related to holding securities that the investment recommendation will be beneficial for the client, and for this purpose, he shall inquire for necessary information from the client whenever he deems it appropriate.

5. Responsibility to the Commission. - Every stock dealer, stock broker and authorized representative shall submit all accounts books, registers, reports, documents or other papers payable according to the commission or its delegated authority, and shall provide necessary assistance to the investigator or inspector in the course of investigation or inspection, and shall not submit any false or misleading information or documents in this regard.

6. Prohibition of Unfair Means for Self-Interest. - No stock dealer, stock broker or authorized representative shall resort to any unfair means for self-interest, nor shall he conduct any transaction with the intention of cheating or deceiving anyone, nor shall he spread any panic or conduct any program with the intention of self-interest or disrupting market balance.

7. Prohibition of Artificial Market Creation. - No stock dealer, stock broker or authorized representative shall create any artificial market alone or jointly with others, which would be detrimental to ordinary investors or hinder the proper and free operation of the market.

8. Reporting Suspicious Activities. - As soon as any suspicious activity related to securities purchase-sale and transactions comes to the knowledge of any stock dealer, stock broker or authorized representative, he shall be obliged to inform the relevant stock exchange and the commission in writing.

Special Code of Conduct Applicable to Authorized Representatives

9. Scrip (Stock) and Client-wise Segregation. - Every authorized representative shall segregate the various single unit (units) scrips (stocks) supplied to him by his principal stock broker or stock dealer into scrip-wise (stock-paper) and client-wise.

10. Every authorized representative shall inform his client that he is working as a representative and that he cannot execute any purchase or sale according to his client's instructions without the permission of the stock broker or stock dealer under whom he works.

By Order of the Securities and Exchange Commission

Monir Uddin Ahmed
Chairman.