Angola
Banking
Law of the National Bank (Law nº 16/10, from July 15)
Financial Institutions Law (Law nº 12/15, from June 17)
Law to Prevent and Combat Money Laundering and the Financing of Terrorism and the proliferation of weapons of mass destruction (Law nº 5/20, from January 27)
Foreign Exchange Regime Law (Law nº 5/97, from June 27)
Securities
Securities Code (Law nº 22/15, from August 31)
Legal Framework of Investment Funds (Presidential Legislative Decree No. 7/13, from October 11)
Legal Framework for Venture Capital Collective Investment Schemes (Presidential Legislative Decree 4/15, from September 16)
Australia
Generally
Australian Securities and Investments Commission Act 2001 (Cth)
Australian Securities Exchange Listing Rules
Australian Prudential Regulation Authority Act 1998 (Cth)
Banking Act 1959 (Cth)
Banking Code of Practice
Competition and Consumer Act 2010 (Cth)
Corporations Act 2001 (Cth)
Customer Owned Banking Code of Practice
ePayments Code
Financial Sector (Collection of Data) Act 2001 (Cth)
Financial Sector (Shareholdings) Act 1998 (Cth)
Financial Sector (Transfer and Restructure) Act 1999 9 (Cth)
Financial Services Reform Act 2001 (Cth)
Foreign Acquisitions and Takeovers Act 1975 (Cth)
Payment Systems (Regulation) Act 1998 (Cth)
Payment Systems and Netting Act 1998 (Cth)
Reserve Bank Act 1959 (Cth)
Consumer credit
Banking Code of Practice
Competition and Consumer Act 2010 (Cth)
National Consumer Credit Protection Act 2010 (Cth)
Mortgages and other security interests
Banking Code of Practice
National Consumer Credit Protection Act 2009 (Cth)
Personal Property Securities Act 009 (Cth)
Corporations
Corporations Act 2001 (Cth)
Superannuation Act 1976 (Cth)
Superannuation Industry (Supervision) Act 1993 (Cth)
Taxation
Income Tax Assessment Act 1997 (Cth)
Income Tax Assessment Act 1936 (Cth)
Income Tax Assessment Act 1953 (Cth)
Funds and platforms
Other key market legislation
Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth)
Privacy Act 1988 (Cth)
NB Reference to an Act refers to all regulations under that Act.
Belgium
Relevant EU legislation
BANKING SUPERVISION
Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms
Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation 648/2012.
FINANCIAL MARKETS AND INVESTMENT SERVICES
The Markets in Financial Instruments Directive (Directive 2014/65/EU; "MiFID II")
Commission Delegated Directive (EU) 2017/593 of 7 April 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council with regard to safeguarding of financial instruments and funds belonging to clients, product governance obligations and the rules applicable to the provision or reception of fees, commissions or any monetary or non-monetary benefits; and Regulation on markets in financial instruments (Regulation n° 600/2014; "MiFIR")
Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC
Directive 2014/57/EU of the European Parliament and of the Council of 16 April 2014 on criminal sanctions for market abuse (market abuse directive)
Regulation (EU) 2016/1011 of the European Parliament and of the Council of 8 June 2016 on indices used as benchmarks in financial instruments and financial contracts or to measure the performance of investment funds and amending Directives 2008/48/EC and 2014/17/EU and Regulation (EU) No 596/2014
Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC
INSURANCES
The Directive (EU) 2016/97 of the European Parliament and of the Council of 20 January 2016 on insurance distribution
Directive 2009/138/EC of the European Parliament and of the Council of 25 November 2009 on the taking-up and pursuit of the business of insurance and reinsurance (Solvency II)
REGULATED CREDIT AND CONSUMER PROTECTION
Directive 2014/17/EU of the European Parliament and of the Council of 4 February 2014 on credit agreements for consumers relating to residential immovable property and amending Directives 2008/48/EC and 2013/36/EU and Regulation (EU) No 1093/2010
Directive 2014/92/EU of the European Parliament and of the Council of 23 July 2014 on the comparability of fees related to payment accounts, payment account switching and access to payment accounts with basic features
Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products (PRIIPs)
PAYMENT SERVICES
Directive 2015/2366/EU of the European Parliament and of the Council of 25 November 2015 on payment services in the internal market, amending Directives 2002/65/EC, 2009/110/EC and 2013/36/EU and Regulation (EU) No 1093/2010, and repealing Directive 2007/64/EC
Regulation (EU) No 260/2012 of the European Parliament and of the Council of 14 March 2012 establishing technical and business requirements for credit transfers and direct debits in euro and amending Regulation (EC) No 924/2009
INVESTMENT FUNDS
Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS)
Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No 1060/2009 and (EU) No 1095/2010
POST TRADE
Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories
Regulation 2015/2365 of the European Parliament and of the Council of 25 November 2015 on transparency of securities financing transactions and of reuse (SFTR)
Regulation (EU) No 909/2014 of the European Parliament and of the Council of 23 July 2014 on improving securities settlement in the European Union and on central securities depositories and amending Directives 98/26/EC and 2014/65/EU and Regulation (EU) No 236/2012
Directive 98/26/EC of the European Parliament and of the Council of 19 May 1998 on settlement finality in payment and securities settlement systems
Directive 2002/47/EC of the European Parliament and of the Council of 6 June 2002 on financial collateral arrangements
Relevant Belgian legislation
BANKING SUPERVISION
FINANCIAL MARKETS AND INVESTMENT SERVICES
Law of 21 November 2017 on infrastructure for markets in financial instruments and on the implementation of Directive 2014/65/EU
Law of 2 August 2002 on the supervision of the financial sector and on financial services
Law of 11 July 2018 on public offers of investment instruments and the admission to trading of investment instruments on regulated markets
INSURANCE AND REINSURANCE
Law of 13 March 2016 on the legal status and supervision of insurance or reinsurance undertakings
Law of 4 April 2014 on insurance
REGULATED CREDIT AND CONSUMER PROTECTION
Book VI (Market Practices and consumer protection) of the Code Economic Law
Book VII (Payment Services and Credit) of the Code Economic Law
Royal Decree of 25 April 2014 on certain information requirements in relation to marketing of financial products with non-professional client
PAYMENT SERVICES
The Law of 11 March 2018 on the statute and supervision of payment institutions and electronic money institutions, access to the business of payment service provider and to the activity of issuing electronic money, and access to payment systems.
Book VII (Payment Services and Credit) of the Code Economic Law
INVESTMENT FUNDS
Law of 3 August 2012 on certain forms of collective management of investment portfolios (the UCITS Law)
Law of 19 April 2014 on alternative investment funds and their managers (the AIFM Law)
POST TRADE
Law of 28 April 1999 transposing Directive 98/26/EC of 19 May 1998 on settlement finality in payment and securities settlement systems
Law of 15 December 2004 on financial collateral and containing various tax provisions in respect of collateral security agreements and loans of financial instruments
OTHER KEY LEGISLATIONS
The Law of 18 September 2017 on the prevention of money laundering and terrorist financing and on the restriction of the use of cash.
Brazil
Generally
Law No. 4.595 (Brazlian Financial System Law) 31/12/1964
Law No. 10.406/2002 (Brazilian Civil Code - Código Civil) 10/01/2002
Consumer credit
Law No. 4.595 (Brazilian Financial System Law) 31/12/1964
Law No. 8.078 (Brazilian Consumer Defense Code – Código de Defesa do Consumidor) 11/09/1990
Mortgages
Law No. 9.514 (Brazilian Real Estate Financial System) 20/11/1997
Law No. 10.406/2002 (Brazilian Civil Code - Código Civil) 10/01/2002
Corporations
Law No. 6.404 (Brazilian Corporation Law – Lei de Sociedades por Ações) 15/12/1976
Funds and platforms
Other key market legislation
Law No. 4.728 (Brazilian Stock Markets Law) 14/07/1965
Law No. 6.385 (Brazilian Securities Law) 07/12/1976
Canada
Generally
Federal
Office of the Superintendent of Financial Institutions Act (R.S.C, 1985, c. 18 (3rd Supp.), Part I)
Financial Administration Act (R.S.C., 1985, c. F-11)
Canadian Securities Administrators (group that co-ordinates securities regulation among the 13 provincial and territorial regulators)
Provincial
Each province and territory has enacted its own securities legislation and has established a regulatory authority to administer it. Many provinces and territories interpret securities laws in the same manner through the adoption of National and Multilateral Instruments. These National and Multilateral Instruments can be found at each province’s or territory’s respective securities commission website.
Securities Act (Alberta) and Alberta Securities Commission
Securities Act (BC) and the British Columbia Securities Commission
Securities Act (Ontario) and Ontario Securities Commission
Securities Act (Québec), Derivatives Act (Québec) and the Autorité des marchés financiers
Consumer credit
Federal
Financial Consumer Agency of Canada Act (S.C. 2001, c.9)
Québec
Consumer Protection Act-RSO c.P40
Civil Code of Quebec
Mortgages
Federal
Canada Mortgage and Housing Corporation Act (R.S.C., 1985, c. C-7)
Québec
In Québec, the equivalent to a mortgage is a hypothec, which is the most common form of securities.
Regulation No. 29 respecting Mutual Funds Investing in Mortgages (V-1.1, r. 45)
Corporations
Federal
Canada Business Corporations Act
Provincial
Each province and territory has its own provincial legislation.
Ontario Business Corporations Act
Alberta Business Corporations Act
Business Corporations Act (Québec) and Civil Code of Québec
Funds and platforms
Provincial (Ontario)
National Instrument 81-101 Mutual Fund Prospectus Disclosure
National Instrument 81-102 Investment Funds
National Instrument 81-104 Commodity Pools
National Instrument 81-105 Mutual Fund Sales Practices
National Instrument 81-106 Investment Fund Continuous Disclosure
National Instrument 81-107 Independent Review Committee for Investment Funds
Provincial (Québec)
National Instrument 81-101 Mutual Fund Prospectus Disclosure
National Instrument 81-102 Investment Funds
National Instrument 81-104 Commodity Pools
National Instrument 81-105 Mutual Fund Sales Practices
National Instrument 81-106 Investment Fund Continuous Disclosure
National Instrument 81-107 Independent Review Committee for Investment Funds
Other key market legislation
Investment Industry Regulatory Organization of Canada
Mutual Fund Dealers Association of Canada
Provincial
Multilateral Instrument 91-101 Derivatives: Product Determination
Multilateral Instrument 96-101 Trade Repositories and Derivative Data Reporting
(Ontario)
(Québec)
Chile
Generally
Decree with Force of Law No 1, Chilean Civil Code (2000) (Fija texto refundido, coordinado y sistematizado del Código Civil)
Chilean Commerce Code (1865) (Código de Comercio) (regulates commercial obligations and commercial contracts in general)
Law No 18,010, Establishes rules for credit operations (1981) (Establece normas para las operaciones de crédito y otras obligaciones de dinero) (establishes rules for credit operations and other monetary obligations)
Decree with Force of Law No 3, General Banking Act (1997) (Fija texto refundido, sistematizado y coordinado de la Ley General de Bancos) (regulation of banking activity and financial institutions and establishes the Financial Market Commission (CMF) (formerly known as Superintendence of Securities and Insurance /”SVS”/).
Law No 20,848, Establishes the framework for the Direct Foreign Investment in Chile (2015) (Establece marco para la inversión extranjera directa en Chile y crea la institucionalidad respectiva)
Consumer credit
Law No 20,555, establishes protection of rights of consumers, in order to grant financial powers to the National Consumer Service (SERNAC) (2012) (Modifica Ley N° 19.496, sobre protección de los derechos de los consumidores, para dotar de atribuciones en materias financieras, entre otras, al Servicio Nacional del Consumidor) (establishes protection of rights of consumers, in order to grant financial powers to the National Consumer Service)
Mortgages
Law No 20,855, Regulates the cancellation of mortgages and pledges that guarantee credits (2015) (Regula el alzamiento de hipotecas y prendas que caucionen créditos)
Corporations
Law No 18,046, Corporations Act (1981) (Ley de Sociedades Anónimas) (establishes regulations to corporations)
Law No 18,045, Chilean Securities Act (1981) (Ley de Mercado de Valores) (regulates securities issuers, securities trading and other activities related to securities)
Funds and platforms
Law No 20,712, Third party funds and individual portfolios (2014) (Administración de fondos de terceros y carteras individuales)
Law No 6,640, Establishes the Chilean Economic Development Agency (CORFO) (1941) (Texto refundido, creación de las corporaciones de reconstrucción y auxilio y de fomento a la producción)
Decree Law No 211, Establishes the regulation for the Chilean Development Agency (1960) (fija normas porque se regirá la Corporación de Fomento de la Producción)
Other key market legislation
Chapter XIV of the Compendium of Foreign Exchange Regulation of the Chilean Central Bank (Capítulo XIV del Compendio de Normas de Cambios Internacionales del Banco Central de Chile, sobre Normas aplicables a los créditos, depósitos, inversiones y aportes de capital provenientes del exterior) (rules applicable to credits, deposits, investments and capital contributions from abroad)
Law No 19,496, Consumer Protection Law (1997) (Establece Normas sobre Protección de los Derechos de los Consumidores) (establishes Norms on Protection of Consumer Rights)
Colombia
Generally
Organic Statute of the Financial System (Estatuto Orgánico del Sistema Financiero) (general statute of the financial system)
Law 964/2005 (Ley 964 de 2005) (structure and institutions of the financial system)
Decree 2555/2010 (Decreto Único) (structure of the financial system, securities and securities trading)
Legal Basic Circular (Circular Básica Jurídica - C.E. 029/2014)
Basic Accounting and Financial Circular (Circular Externa 100/1995 - Circular Básica Contable y Financiera)
Consumer credit
Financial Consumer Protection Regime (Régimen de Protección al Consumidor Financiero) (consumer protection regime)
Mortgages
Colombian Civil Code (Código Civil Colombiano)
Law 1555/2012 - Advance Payment of Credit Operations (Pago anticipado de operaciones de crédito)
Corporations
Colombian Code of Commerce (Código de Comercio Colombiano)
Legal Basic Circular (Circular Básica Jurídica - C.E. 029/2014)
Funds and platforms
Decree 2555/2010 (Decreto Único) (structure of the financial system, securities and securities trading)
Other key market legislation
Financial Consumer Protection Regime (Régimen de Protección al Consumidor Financiero) (consumer protection regime)
Anti-trust and Competition (Protección de la Competencia)
Habeas Data and Management of Information (Habeas Data y Manejo de la Información) (protection and management of the financial consumer information)
Czech Republic
Generally
Consumer credit
Investment funds
Corporations
Funds and platforms
Other key market legislation
Finland
Generally
Securities Markets Act (746/2012, Arvopaperimarkkinalaki)
Unfair Business Practices Act (1061/1978, Laki sopimattomasta menettelystä elinkeinotoiminnassa)
Act on Trading in Financial Instruments (1070/2017, Laki kaupankäynnistä rahoitusvälineillä)
Act on Security Accounts (750/2012, Laki arvopaperitileistä)
Act on Detecting and Preventing Money Laundering and Terrorist Financing (444/2017, Laki rahanpesun ja terrorismin rahoittamisen estämisestä ja selvittämisestä)
The Act on Finnish Financial Supervisory Authority (878/2008, Laki Finanssivalvonnasta)
Consumer credit
Act on Consumer Mortgage Brokers (852/2016, Laki asunto-omaisuuteen liittyvien kuluttajaluottojen välittäjistä)
Consumer Protection Act (38/1978, Kuluttajansuojalaki)
Act on Registration of Certain Loan Providers and Credit Brokers (853/2016, Laki eräiden luotonantajien ja luotonvälittäjien rekisteröinnistä)
Credit institutions
Act on Credit Institutions (610/2014, Laki luottolaitostoiminnasta)
Payment Services Act (290/2010, Maksupalvelulaki)
Act on Payment Institutions (297/2010, Maksulaitoslaki)
Act on Foreign Payment Institutions’ Actions in Finland (298/2010, Laki ulkomaisen maksulaitoksen toiminnasta Suomessa)
Act of Registration of Entities Undertaking Debt Collection (411/2018, Laki perintätoiminnan harjoittajien rekisteröinnistä)
Act on Agent of Bondholders (574/2017, Laki joukkolainanhaltijoiden edustajasta)
Corporations
Limited Liability Companies Act (624/2006, Osakeyhtiölaki)
Partnerships Act (389/1988, Laki avoimesta yhtiöstä ja kommandiittiyhtiöstä)
Funds, platforms and investing
Act on Crowd Funding (734/2016, Joukkorahoituslaki)
Act on Investment Services (747/2012, Sijoituspalvelulaki)
Act on Alternative Fund Managers (162/2014, Laki vaihtoehtorahastojen hoitajista)
Act on Mutual Funds (213/2019, Sijoitusrahastolaki)
Other key market legislation
Bank Recovery and Resolution Directive (2014/59/EU), implemented by the Act on Resolution of Credit Institutions and Investment Firms and by the Act on the Financial Stability Authority
Markets in Financial Instruments Directive (2004/39/EC), implemented by several national acts, mainly however, by the Act on Investment Services and by the Securities Markets Act
Capital Requirements Regulation (Regulation (EU) 575/2013) (capital requirements)
European Market Infrastructure Regulation (Regulation (EU) 648/2012) (derivatives)
Market Abuse Regulation (Regulation (EU) 596/2014) (market abuse)
France
Generally
Monetary and Financial Code (Code monétaire et financier)
Regulation of the French authorities (AMF, ACPR, Banque de France)
Consumer credit
Consumer Code (Code de la consommation), in particular Chapter IV (Consumer Credit)
Mortgages
Civil Code (Code civil), in particular article 2393 and seq.
Corporations
Commercial Code (Code de commerce), in particular Book II (Companies and other groups)
Funds and platforms
Monetary and Financial Code (Code monétaire et financier)
AMF General Regulations (Réglement Général de l'AMF)
Other key market legislation
Commercial Code (Code de commerce), in particular Book VI (Insolvency Proceedings)
Germany
Generally
German Banking Act (Kreditwesengesetz – KWG)
Securities Trading Act (Wertpapierhandelsgesetz – WpHG)
Payment Services Supervision Act (Zahlungsdienstaufsichtsgesetz – ZAG)
Consumer credit
German Civil Code (Bürgerliches Gesetzbuch – BGB)
Introductory Act to the Civil Code (Einführungsgesetz zum Bürgerlichen Gesetzbuche – EGBGB)
Mortgages
German Civil Code (Bürgerliches Gesetzbuch – BGB)
Corporations
Stock Corporation Act (Aktiengesetz – AktG)
Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung – GmbHG)
Commercial Code (Handelsgesetzbuch – HGB)
Funds and platforms
German Capital Investment Code (Kapitalanlagegesetzbuch – KAGB)
Other key market legislation
Bank Recovery and Resolution Directive (2014/59/EU) (recovery and resolution)
Capital Requirements Regulation (Regulation (EU) 575/2013) (capital requirements)
European Market Infrastructure Regulation (Regulation (EU) 648/2012) (derivatives)
Market Abuse Regulation (Regulation (EU) 596/2014) (market abuse)
Markets in Financial Instruments Directive (2004/39/EC) (financial instruments)
Ghana
Banking and Securities
Bank of Ghana Act, 2002 (Act 612)
Banks and Specialised Deposit-Taking Institutions Act, 2016 (Act 930)
Non-Bank Financial Institutions Act, 2008 (Act 774)
Bank of Ghana notices, directives and circulars
Securities Industry Act, 2016 (Act 929)
Securities and Exchange Commission Guidelines, Directives, Codes and Circulars
Ghana Stock Exchange Listing Rules 2006
Ghana Stock Exchange Listing Regulations, 1990 (LI 1509)
Ghana Stock Exchange Membership Regulations, 1990 (LI1510)
Bodies Corporate
Companies Act, 2019 (Act 992)1
Incorporated Private Partnerships Act, 1962 (Act 152)
Bodies Corporate Official Liquidations Act, 1963 (Act 180)
Mortgages
Mortgages Act, 1972 (NRCD 96)
Home Mortgage Finance Act, 2008 (Act 770)
Insurance and Pensions
Insurance Act, 2006 (Act 724)
National Pensions Act, 2008, (Act 766)
Other relevant legislation
Anti-Money Laundering Act, 2008 (Act 749)
Anti-Terrorism Act, 2008 (Act 762)
Bills of Exchange Act, 1961 (Act 55)
Borrowers and Lenders Act, 2008 (Act 773)
Central Securities Depository Act, 2007 (Act 733)
Contracts Act, 1960 (Act 25)
Credit Reporting Act, 2007 (Act 726)
Data Protection Act, 2012 (Act 843)
Electronic Transactions Act, 2008 (Act 772)
Finance Lease Act, 1993 (PNDCL 331)
Foreign Exchange Act, 2006, (Act 723)
Ghana Deposit Protection Act, 2016 (Act 931)
Ghana Investment Promotion Centre Act, 2013 (Act 865)
Income Tax Act, 2015 (Act 896)
Payment Systems and Services Act, 2019 (Act 987)
Public Financial Management Act, 2016 (Act 921)
Stamp Duty Act, 2005 (Act 689)
Venture Capital Trust Fund Act, 2004 (Act 680)
Reference to an Act includes its amendments and regulations.
1The Companies Act, 2019 (Act 992) came into effect on 2 August 2019.
Hungary
Generally
Consumer credit
Mortgages
Mortgage Credit Directive (2014/17/EU) (mortgage credit)
Corporations
Funds and platforms
Alternative Investment Fund Managers Directive (2011/61/EU) (fund managers)
Other key market legislation
Bank Recovery and Resolution Directive (2014/59/EU) (recovery and resolution)
Capital Requirements Regulation (Regulation (EU) 575/2013) (capital requirements)
European Market Infrastructure Regulation (Regulation (EU) 648/2012) (derivatives)
Market Abuse Regulation (Regulation (EU) 596/2014) (market abuse)
Markets in Financial Instruments Directive (2004/39/EC) (financial instruments)
Ireland
Generally
The Central Bank Acts 1942-2019
Consumer Credit
Consumer Credit Act, 1995
European Communities (Consumer Credit Agreements) Regulations, 2010
Consumer Protection Act 2007
European Communities (Unfair Terms in Consumer Contracts) Regulations, 1995
European Communities (Distance Marketing of Consumer Financial Services) Regulations, 2004
EU (Consumer Mortgage Credit Agreements) Regulations 2016Central Bank (Supervision and Enforcement) Act 2013 (Section 48) (Lending to Small and Medium-Sized Enterprises) Regulations 2015
Consumer Protection Code 2012
Code of Conduct on Mortgage Arrears
Consumer Protection (Regulation of Credit Servicing Firms) Act 2015
Corporations
Companies Act 2014 (as amended)
Funds and Platforms
European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011
EU (Key Information Document for Packaged Retail and Insurance-Based Investment Products (PRIIPS)) Regulations 2017
EU (Money Market Funds) Regulations 2018
Central Bank (Supervision and Enforcement) Act 2013 (Section 48(1)) (Undertakings for Collective Investment in Transferable Securities) Regulations 2019
EU (Alternative Investment Fund Managers) Regulations 2013
Irish Collective Asset-Management Vehicle Act 2015
Taxation
Taxes Consolidation Act, 1997
Other key market legislation
Credit Reporting Act 2013
European Communities (Electronic Money) Regulations 2011
EU (Payments Services) Regulations 2018
EU (Markets In Financial Instruments) Regulations 2017
EU (Market Abuse) Regulations 2016
European Market Infrastructure Regulation (EMIR) Regulation 2012
EMIR Refit Regulation 2019
Bank Recovery and Resolution Directive 2014
EU Prospectus (Amendment) Regulations 2019
Italy
Generally
Italian Civil Code
Legislative Decree No. 385 dated 1 September 1993 (Consolidated Banking Act)
Legislative Decree No. 58 dated 24 February 1998 (Consolidated Financial Act)
CONSOB Regulation No. 20307 dated 15 february 2018 (Intermediaries Regulation)
CONSOB Regulation No. 11971 dated 14 May 1999 (Issuers Regulation)
Ministerial Decree No. 53 dated 2 April 2015
Presidential Decree No. 600/1973
Legislative Decree No. 239 dated 1 April 1996
Presidential Decree No. 601/1973
Consumer credit
Legislative Decree No. 206 dated 6 September 2005 (Consumer Code)
Bank of Italy Regulation of 29 July 2009, as subsequently amended, containing the transparency provisions for banking and financial transaction and services and for correctness of the relationship between the intermediaries and their clients (Transparency Provisions)
Mortgages
Legislative Decree No. 385 dated 1 September 1993 (Consolidated Banking Act)
Corporations
Funds and platforms
Alternative Investment Fund Managers Directive (2011/61/EU)
Undertakings for Collective Investment in Transferable Securities Directive (2009/65/EC), as amended by Directive 2014/91/EU
Bank of Italy Regulation on collective asset management services dated 19 January 2015 (Bank of Italy Regulation)
Ministerial Decree No. 30 dated 5 March 2015 (Ministerial Decree)
European Long Term Investment Funds Regulation (Regulation (EU) 760/2015)
Other key market legislation
Bank Recovery and Resolution Directive (2014/59/EU) as amended from time to time (recovery and resolution)
Capital Requirements Regulation (Regulation (EU) 575/2013) as amended by Regulation EU 876/2019 (capital requirements)
European Market Infrastructure Regulation (Regulation (EU) 648/2012) (derivatives)
Market Abuse Regulation (Regulation (EU) 596/2014) (market abuse)
PRIIPs Regulation (Regulation (EU) 1286/2014) (packaged retail and insurance-based investment products)
Regulation on the prospectus to be published when securities are offered to the public or admitted to trading (Regulation (EU) 1129/2017) and repealing Directive 2003/71/EC and relevant delegated regulations 2019/979/EU and 2019/980/EU
Benchmark Regulation (Regulation (EU) 1011/2016) (indices used as benchmarks in financial instruments or financial contracts)
Capital Requirements Directive (2013/36/EU) (CRD IV)
STS Regulation (Regulation (EU) 2017/2402) (laying down a general framework for securitisation and creating a specific framework for simple, transparent and standarised securitisation)
Markets in Financial Instruments Directive (2014/65/EU) (MiFID II) (financial instrumets)
Payment Service Directive (2015/2366/EU) (PSD2)
E-Money Directive (2009/110/EC), as subsequently amended and supplemented (EMD)
Directive for the prevention of the use of the financial system for the purposes of money laundering or terrorist financing (2015/849/EU), as amended by Directive 2018/843/EU (Fifth AML Directive) (money laundering)
Legislative Decree No. 231 of 21 November 2007 (AML Decree)
Law No. 108 dated 7 March 1996 as amended and implemented from time to time (Italian Usury Legislation)
Royal Decree Law No. 267 of 16 March 1942 as amended and implemented from time to time (Bankruptcy Law)
Law No. 130 of 30 April 1999 (Italian Securitization Law)
Legislative Decree No. 170 of 21 May 2004, implementing in Italy the Directive 2002/47/EC on financial collateral guarantees
Legislative Decree No. 11, 27 January 2010, as amended from time to time (PS Decree) (payment services)
Legislative Decree No. 45, 16 April 2012 implementing Directive 2009/110/EC (e-money)
CONSOB Regulation 18592 of 26 June 2013, as subsequently amended and supplemented (Crowdfunding Regulation)
Securities listed on Borsa Italiana (Italian regulated market)
Rules of the Markets organized and managed by Borsa Italiana S.p.A.
Instructions accompanying the Rules of the Markets organized and managed by Borsa Italiana S.p.A.
Ivory Coast
Generally
Investment activities/services:
In Ivory Coast, investment activities/services are mainly regulated by the following Laws and Regulations:
Investment Code of Ivory Coast adopted on August 1, 2018, through Ordinance No. 2018-646 of August 1, 2018, and Decree 2018-64
The General Regulations of the Regional Council for Public Savings and Financial Markets (Règlement Général du Conseil régional de l’épargne publique et des marchés financiers, CREPMF) (General rules of the CREPMF);
General rules of the Regional Stock Exchange (Bourse Régionale Des Valeurs Mobilières, BRVM);
Framework Law on Banking Regulations of the WAMU, December 3, 2010
Regulation No. 09/2010/CM/UEMOA/ on External Financial Relations of the Member States of the West African Economic and Monetary Union (WAEMU)
Ordinance no. 2009-385 of December 1, 2009 (Banking Law)
Consumer credit, Corporations, Mortgages, Funds and platforms
Consumer Law No. 2016-412 of June 15, 2016
Corporations
Revised Uniform Act on commercial companies and economic interest groups (the Revised Uniform Act), adopted on January 30, 2014
Mortgages
Uniform Act Organizing Securities of December 15, 2010
Funds and platforms
Regulation No. 02/2010 / CM / UEMOA relating to securitization mutual funds and securitization transactions in the WAEMU (Règlement n° 02/2010/CM/UEMOA relatif aux Fonds communs de titrisation de créance et aux opérations de titrisation dans l'UEMOA)
Instructions 44, 45, and 46 of CREPMF and regulation on the organization and functioning of the financial market of the WAEMU.
Decision N ° 2012-119 Amending Instruction No 46/2011 Relating to the Classification and Rules of Allocation of Assets of Collective Investment Organizations on the Regional Financial Market of the WAMU
Regulation No. 03/2010 / CM / UEMOA relating to covered bonds in the WAEMU
Other key market legislation credit
Regulation n ° 06/2013 / CM / UEMOA of June 28, 2013, on Treasury bills and bonds issued by auction or syndication with the assistance of the WAMU Securities Agency (Agence UMOA-Titres)
Decision No CM / SJ / 001 / 03/2016 Relating to the Implementation of the Monetary Penalties Mechanisms Applicable on the Regional Financial Market of the WAMU
Ivoirian Financial Markets Act 1974
Regional financial markets Instruction 2011
Uniform Act on simplified recovery procedures and measures of execution
WAEMU Instruction governing activities of electronic money issuers 2015
Ivory Coast Electronic Transactions Act 2013
Japan
Generally
Financial Instruments and Exchange Act (Kinyu Shohin Torihiki Hou) (securities transactions)
Foreign Exchange and Foreign Trade Act (Gaikokukawase oyobi Gaikokuboeki Hou) (foreign transactions)
Payment Services Act (Shikinkessai ni kansuru Houritsu) (fund transfer business other than banking)
Trust Act (Shintaku Hou) (trusts)
Consumer credit
Consumer Contract Act (Shohisha Keiyaku Hou) (consumer contracts)
Mortgages
Act on Securitization of Assets (Shikin no Ryudoka ni kansuru Houritsu) (securitization of assets using special purpose companies or special purpose trusts)
Secured Bonds Trust Act (Tanpotsuki Shasai Shintaku Hou) (trusts relating to secured bonds)
Mortgage Securities Act (Teito Shoken Hou) (mortgage securitization)
Corporations
Companies Act (Kaisha Hou) (company)
Banking Act (Ginko Hou) (banking)
Money Lending Business Act (Kashikingyo Hou) (moneylending business)
Funds and platforms
Limited Partnership Act for Investment (Toshijigyouyugensekininkumiaikeiyaku ni kansuru Houritsu) (partnerships to conduct investment business)
Act on Investment Trusts and Investment Corporations (Toshishintaku oyobi Toshihojin ni kansuru Houritsu) (investment in securities using investment trusts and investment corporations)
Limited Liability Partnership Act (Yugensekininjigyoukumiaikeiyaku ni kansuru Houritsu) (limited liability partnerships)
Other key market legislation
Interest Rate Restriction Act (Risoku Seigen Hou) (interest rate)
Act on Prevention of Transfer of Criminal Proceeds (Hanzai niyoru Shueki no Itenboshi ni kansuru Houritsu) (anti-money laundering)
Luxembourg
Generally
Law of 5 April 1993 on the financial sector, as amended from time to time
Consumer credit
Mortgages
Articles 2114 to 2203 of the Luxembourg Civil Code
Mortgage loans are governed by the Luxembourg Consumer Code (please refer to the legislation in the ‘Consumer credit’ section above)
Companies
Articles 1832 to 1873 of the Luxembourg Civil Code
Law of 10 August 1915 on commercial companies, as amended from time to time
Funds and platforms
Law of 10 August 1915 on commercial companies, as amended from time to time
Law of 13 February 2007 on specialized investment funds
Law of 17 December 2010 on undertakings for collective investment
Law of 12 July 2013 on alternative investment fund managers
Law of 23 July 2016 on reserved alternative investment funds
Law of 15 June 2004 relating to companies investing in risk capital
Grand-ducal regulation of 8 February 2008 regarding Undertakings for Collective Investment in Transferable Securities (UCITS)
CSSF Regulation No. 10-04 regarding organizational requirements, conflicts of interest, conduct of business, risk management and content of the agreement between a depositary and a management company of UCITS
CSSF Regulation No. 10-05 regarding mergers, master-feeder structures and notification procedures
CSSF Circular 07/283 regarding specialized investment funds
CSSF Circular 08/380 regarding eligible assets for investments by UCITS
CSSF Circular 11/498 regarding undertakings for collective investment
CSSF Circular 18/698 regarding authorisation and organisation of investment fund managers incorporated under Luxembourg law – special provisions on the fight against money laundering and terrorist financing applicable to investment fund managers and entities carrying out the activity of registrar agent
Other key market legislation
Law of 5 August 2005, on financial collateral agreements, as amended from time to time
Bank Recovery and Resolution Directive (2014/59/EU) (recovery and resolution)
Capital Requirements Regulation (Regulation (EU) 575/2013) (capital requirements)
European Market Infrastructure Regulation (Regulation (EU) 648/2012) (derivatives), as amended by Regulation (EU) 2019/834 of the European Parliament and of the Council of 20 May 2019
Market Abuse Regulation (Regulation (EU) 596/2014) (market abuse)
Law of 23 December 2016 on market abuse
Markets in Financial Instruments Directive (2004/39/EC) (financial instruments)
Law of 30 May 2018 on markets in financial instruments
LuxSE Rules and Regulations
Law of 8 April 2019 on the measures to be taken in relation to the financial sector in the event of the withdrawal of the United Kingdom of Great Britain and Northern Ireland from the European Union
The law of 22 March 2004 on securitisation
Mauritius
Generally
Financial Services Act 2007
Securities Act 2005
Investment Promotion Act 2000
Business Facilitation Act 2017
Code of Commerce 1809
Environment Protection Act 2002
Banking
Bank of Mauritius Act 2004
Banking Act 2004
Consumer Credit
Borrower Protection Act 2007
Code Civil Act 1805
Mortgage
Code Civil Act 1805
Corporations
Companies Act 2001
Foundations Act 2012
Limited Partnerships Act 2011
Protected Cell Companies Act 1999
Funds
Securities (Collective Investment Schemes and Closed-end Funds)
Regulations 2008
Mexico
Generally
Bank of Mexico Law (Ley del Banco de México)
Credit Institutions Law (Ley de Instituciones de Crédito)
Securities Market Law (Ley del Mercado de Valores)
Financial Groups Law (Ley para Regular las Agrupaciones Financieras)
Credit Organizations and Auxiliary Activities General Law (Ley General de Organizaciones y Actividades Auxiliares del Crédito)
General Law of Negotiable Instruments and Credit Transactions (Ley General de Títulos y Operaciones de Crédito)
Consumer credit
Law for the Protection and Defense of the User of Financial Services (Ley de Protección y Defensa al Usuario de Servicios Financieros)
Financial Services Transparency and Regulation Law (Ley para la Transparencia y Ordenamiento de los Servicios Financieros)
Mortgages
State Civil Codes (Códigos Civiles Estatales)
Special types of mortgages regulated in the following laws:
- Credit Institutions Law (Ley de Instituciones de Crédito) (Industrial Mortgage);
- Civil Aviation Law (Ley de Aviación Civil) (Aircraft Mortgage);
- Maritime Navigation and Commerce Law (Ley de Navegación y Comercio Marítimos) (Maritime Mortgage); and
- General Communications Law (Ley de Vías Generales de Comunicación) (Communications Assets Mortgage)
Corporations
General Law of Commercial Companies (Ley General de Sociedades Mercantiles)
Securities Market Law (Ley del Mercado de Valores)
Funds and platforms
Investment Funds Law (Ley de Fondos de Inversión)
Other key market legislation
Monetary Law of the United Mexican States (Ley Monetaria de los Estados Unidos Mexicanos)
Financial Technology Institutions Law (Ley para Regular las Instituciones de Tecnología Financiera)
Payments Systems Law (Ley de Sistemas de Pagos)
Bankruptcy Law (Ley de Concursos Mercantiles)
Bank Savings Protection Law (Ley de Protección al Ahorro Bancario)
Law to Regulate Credit Information Corporations (Ley para Regular las Sociedades de Información Crediticia)
Guaranteed Credit Transparency Law (Ley de Transparencia y de Fomento a la Competencia en el Crédito Garantizado)
Anti-Money Laundering Law (Ley Federal para la Prevención e Identificación de Operaciones con Recursos de Procedencia Ilícita)
Several regulations (circulares) issued by Banco de México, the National Banking and Securities Commission and other regulatory bodies
Morocco
- The Dahir of 12 August 1913 establishing the Code of Obligations and Contracts;
- The Dahir No. 1-96-83 of 1 August 1996 promulgating Law No. 15-95 which establishes the Commercial Code;
- The Dahir No. 1-11-03 of 18 February 2011 promulgating Law No. 31-08 which provides consumer protection measures;
- The Dahir No. 1-14-193 of December 24, 2014 promulgating Law No. 103-12 on credit institutions and similar bodies;
- The circulars and directives of Bank Al-Maghrib (BAM) and the Moroccan capital market authority (Autorité marocaine du marché des capitaux/AMMC);
- The Law No. 18-95 establishing the investment charter (charte de l'investissement).
Netherlands
Generally
Financial Supervision Act (Wet op het financieel toezicht)
Market Conduct Supervision Decree (Besluit gedragstoezicht financiële ondernemingen)
Prudential Rules Decree (Besluit prudentiële regels Wft)
Exemption Regulation (Vrijstellingsregeling Wft)
Economic Offences Act (Wet Economische Delicten)
Consumer credit
Financial Supervision Act (Wet op het financieel toezicht)
Consumer Credit Act 1974 (as amended), as implemented in Book 7 of the Civil Code (Burgerlijk Wetboek)
Consumer Credit Act (Wet op het consumentenkrediet)
Mortgages
Financial Supervision Act (Wet op het financieel toezicht)
Mortgage Credit Directive (2014/17/EU), as implemented in Book 7 of the Civil Code (Burgerlijk Wetboek)
Market Conduct Supervision Decree (Besluit gedragstoezicht financiële ondernemingen)
Corporations
Financial Supervision Act (Wet op het financieel toezicht)
Book 2 of the Civil Code (Burgerlijk Wetboek)
Corporate Governance Code 2016
Funds and platforms
Alternative Investment Fund Managers Directive (2011/61/EU) (fund managers), as implemented in the Financial Supervision Act (Wet op het financieel toezicht)
Undertakings for Collective Investment in Transferable Securities Directive (2009/65/EC) (mutual funds), as implemented in the Financial Supervision Act (Wet op het financieel toezicht)
The European Venture Capital Funds (EuVECA) regulation (345/2013/EU)
The European social entrepreneurship funds (EuSEF) regulation (346/2013/EU)
Other key market legislation
Capital Requirements Regulation (Regulation (EU) 575/2013)
Capital Requirements Directive (2013/36/EU) (capital requirements), as implemented in the Financial Supervision Act (Wet op het financieel toezicht)
European Market Infrastructure Regulation (Regulation (EU) 648/2012) (derivatives)
Market Abuse Regulation (Regulation (EU) 596/2014) (market abuse)
Markets in Financial Instruments Directive (2004/39/EC) (financial instruments), as implemented in the Financial Supervision Act (Wet op het financieel toezicht)
Amended Payment Services Directive (2015/2366/EU) (payment institutions), as implemented in the Financial Supervision Act (Wet op het financieel toezicht)
Prospectus Regulation (Regulation (EU) 2017/11291/EC) (prospectus Anti-Money Laundering Directive (2015/849/EU), as implemented in the Act for the prevention of money laundering and financing of terrorism (Wet ter voorkoming van witwassen en financieren van terrorisme) (anti-money laundering)
New Zealand
Generally
Anti-Money Laundering and Countering Financing of Terrorism Act 2009
Personal Property Securities Act 1999
Fair Trading Act 1986
Consumer Guarantees Act 1993
Corporations (Investigation and Management) Act 1989
Commerce Act 1986
Consumer credit
Credit Contracts and Consumer Finance Act 2003
Land Transfer Act 2017
Property Law Act 2007
Mortgages
Credit Contracts and Consumer Finance Act 2003
Corporations
Companies Act 1993
Limited Partnerships Act 2008
Funds and platforms
Financial Markets Conduct Act 2013
Financial Markets Conduct Regulations 2014
Financial Service Providers (Registration and Dispute Resolution) Act 2008
Financial Advisors Act 2008
Financial Advis0rs (Custodians of FMCA Financial Products) Regulations 2014
Financial Services Legislation Amendment Act 2019
Other key market legislation
Non-Bank Deposit Takers Act 2013
Reserve Bank of New Zealand Act 1989
Income Tax Act 2007
Norway
Generally
Financial Institution Act (Finansforetaksloven) 2015
Consumer credit
Financial Contracts Act (Finansavtaleloven) 1999
Corporations
Partnerships Act (Selskapsloven) 1985
Private Limited Liability Companies Act (Aksjeloven) 1997
Public Limited Liability Companies Act (Allmennaksjeloven) 1997
Funds and platforms
Alternative Investment Fund Managers Act (AIF-loven) 2014
Securities Fund Act (Verdipapirfondloven) 2011
Mortgages
Mortgage/Liens Act (Panteloven) 1980
Other key market legislation
Money Laundering Act (Hvitvaskingsloven) 2009
Securities Trading Act (Verdipapirhandelloven) 2007
Stock Exchange Act (Børsloven) 2007
Financial Collateral Act (Lov om finansiell sikkerhetsstillelse) 2004
Enforcement Act (Tvangsfullbyrdelsesloven) 1992
Peru
Generally
The Securities Act (Ley del Mercado de Valores) – Supreme Decree 093-2002-EF
Regulations on the Initial Public Offering of Marketable Securities (Reglamento de Oferta Pública Primaria y de Venta de Valores Mobiliarios) – Resolution SMV 141-1998-EF/94.10
Consumer credit
The Consumer Protection and Defense Code (Código de Protección y Defensa del Consumidor) – Law 29571
Regulations on Market Conduct Assessment of the Financial System (Reglamento de Gestión de Conducta de Mercado del Sistema Financiero) – Resolution SBS 3274-2017
Mortgages
The Peruvian Civil Code (Código Civil Peruano) – Legislative Decree 295
The General Security Interest Act (Ley de la Garantía Mobiliaria) – Law 28677
Corporations
The General Business Corporations’ Act (Ley General de Sociedades) – Law 26887
Regulations of the Registry of Companies (Reglamento del Registro de Sociedades) – Resolution 200-2001-SUNARP-SN
Funds and platforms
Regulations on Investment Funds and their Management Companies Act (Reglamento de Fondos de Inversión y sus Sociedades Administradoras) – Resolution SMV 029-2014-SMV/-01
Regulations on Mutual Funds and their Management Companies Act (Reglamento de Fondos Mutuos de Inversión de Valores y sus Sociedades Administradoras) – Resolution Conasev 068-2010-SMV/01
The Collective Fund Act (A las Empresas Administradoras de Fondos Colectivos contralará SMV) – Executive Order 21907
Regulations on the Collective Funds System and their Management Companies (Reglamento del Sistema de Fondos Colectivos y de sus Sociedades Administradoras) – Resolution SMV 020-2014-SMV/01
Other key market legislation
The General Bankruptcy System Act (Ley General del Sistema Concursal) – Law 27809
Poland
Generally
Act of 23 April 1964 – Civil Code (Ustawa z dnia 23 kwietnia 1964 r. – Kodeks cywilny) (civil code)
Act on Payment Services dated 19 August 2011, implementing Directive 2007/64/EC of the European Parliament and of the Council of 13 November 2007 on payment services in the internal market of 27 July 2002 – Foreign Exchange Law (Ustawa z dnia 27 lipca 2002 r. – Prawo dewizowe) (foreign exchange)
Act on Settlement Finality in Payment and Securities Settlement Systems and on the Rules on Oversight of these Systems dated 24 August 2001, implementing Directive 98/26/EC of the European Parliament and of the Council of 19 May 1998 on settlement finality in payment and securities settlement systems
Consumer credit
Mortgages and mortgage credit
Act of 23 March 2017 on Mortgage Credit and Supervision of Mortgage Credit Brokers and Agents (Ustawa z dnia 23 marca 2017 r. o kredycie hipotecznym oraz o nadzorze nad pośrednikami kredytu hipotecznego i agentami) (mortgage credit) (NB The act enters into force on 22 July 2017.)
Corporations
Funds and platforms
Other key market legislation
Bank Recovery and Resolution Directive (2014/59/EU) (recovery and resolution)
Capital Requirements Regulation (Regulation (EU) 575/2013) (capital requirements)
European Market Infrastructure Regulation (Regulation (EU) 648/2012) (derivatives)
Market Abuse Regulation (Regulation (EU) 596/2014) (market abuse)
REGULATION (EU) 2019/452 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 19 March 2019 establishing a framework for the screening of foreign direct investments into the Union (the screening of investments from non-EU countries (foreign direct investment) that may affect security or public order).
Portugal
Generally
Legal Regime on Insurance Contracts (DL n.º 72/2008, de 16 de abril) (that sets out the legal framework applicable to insurance contracts)
Consumer credit
Mortgages
Corporations
Funds and platforms
Other key market legislation
Legal Regime on the Central Register of the Beneficial Owner (Lei n.º 89/2017, de 21 de agosto)
Bank Recovery and Resolution Directive (2014/59/EU) (recovery and resolution)
Capital Requirements Regulation (Regulation (EU) 575/2013) (capital requirements)
European Market Infrastructure Regulation (Regulation (EU) 648/2012) (derivatives)
Market Abuse Regulation (Regulation (EU) 596/2014) (market abuse)
Markets in Financial Instruments Regulation – MiFIR- (Regulation (EU) No 600/2014) (financial instruments)
PRIPS Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products (PRIIPs) – adopted by CMVM regulation no. 8/2018, of 5 December 2018
Legal Regime on Securitisation (Lei n.º 69/2019, de 21 de agosto)
Puerto Rico
Generally
Puerto Rico Banking Act (regulation of commercial banks)
Uniform Securities Act (regulation of securities broker-dealers and investment advisors) (PRUSA)
Financial Intermediary Act (regulation of lenders and financial advisors that are not regulated by special laws)
Small Loan Concessionaires Act (regulation of lenders of loans of US$D5,000 or less)
Mortgage Concessionaires Act (regulation of mortgage banks)
International Financial Center Act (regulation of international financial entities)
International Banking Center Act (regulation of international banking entities)
General Credit Unions Act of 2004, as amended (regulation of Puerto Rico credit unions)
Puerto Rico Incentives Code, act 60-2019 (regulation on general tax incentives)
Consumer credit
Personal Property Leasing Act
Retail Instalment Sales Act (Act 68)
Small Loan Concessionaires Act (regulation of lenders of loans of US$5,000 or less)
Puerto Rico Civil Code
Puerto Rico Registry of the Property Act (regulating mortgages over real property)
Act to Regulate Mortgage Loan Industry
Act to Regulate Monetary Services Industry
Mortgages
Mortgage Concessionaires Act and the Puerto Rico Mortgage Law
Puerto Rico Civil Code
Puerto Rico Registry of the Property Act (regulating mortgages over real property)
Corporations
The General Corporations Act of 2009, as amended
Funds and platforms
The Investment Companies Act (Act No. 6), Investment Companies Act of 2013, as amended
Other key market legislation
Most, if not all, of the US federal laws regulating entities that are involved in finance and investments apply in Puerto Rico as well.
Romania
Credit institutions
Government Emergency Ordinance No 99/2006 on credit institutions and capital adequacy (Ordonanta de urgenta nr. 99/2006 privind institutiile de credit si adecvarea capitalului) (taking up and pursuit of the business of credit institutions)
National Bank of Romania (NBR) Regulation No 5/2013 on prudential requirements for credit institutions (Regulamentul nr. 5/2013 privind cerinte prudentiale pentru institutiile de credit) (prudential requirements for credit institutions)
Law No 312/2015 regarding the recovery and resolution of credit institutions and investment firms, as well as for amending and completing certain regulations in the financial field (Legea nr. 32/2015 privind redresarea si rezolutia institutiilor de credit si a firmelor de investitii, precum si pentru modificarea si completarea unor acte normative in domeniul financiar) (recovery and resolution of credit institutions and investment firms)
NBR Regulation No 4/2014 on reporting statistic data and information to the National Bank of Romania (Regulamentul nr. 4/2014 privind raportarea de date si informatii statistice la Banca Nationala a Romaniei) (reporting for statistic purpose of financial data and information to the National Bank of Romania by credit institutions, non-banking financial institutions, investment firms or other reporting entities)
NBR Regulation No 4/2005 on the foreign exchange regime (Regulamentul nr. 4/2005 privind regimul valutar) (foreign exchange regime)
Non-banking financial institutions
Law No 93/2009 regarding non-banking financial institutions (Legea nr. 93/2009 privind institutiile financiare nebancare) (taking up and pursuit of the business of non-banking financial institutions)
Regulation No 20/2009 regarding non-banking financial institutions (Regulament nr. 20/2009 privind institutiile financiare nebancare) (registration, communication of changes occurred in the status of non-banking financial institutions and prudential requirements applicable to non-banking financial institutions)
Consumer credit
Government Emergency Ordinance No 52/2016 on credit agreements for consumers relating to immovable property, as well as for amending and supplementing the Government Emergency Ordinance No 50/2010 on credit agreements for consumers (Ordonanta de urgenta nr. 52/2016 privind contractele de credit oferite consumatorilor pentru bunuri imobile, precum si pentru modificarea si completarea Ordonantei de urgenta a Guvernului nr. 50/2010 privind contractele de credit pentru consumatori) (credit agreements for consumers relating to immovable property, prudential and supervisory requirements (including for the establishment and supervision of credit intermediaries and debt recovery entities), aspects regarding the provision of ancillary services)
Government Emergency Ordinance No 50/2010 on credit agreements for consumers (Ordonanta de urgenta a Guvernului nr. 50/2010 privind contractele de credit pentru consumatori) (credit agreements for consumers)
Government Ordinance No 21/1992 on consumer protection (Ordonanta nr. 21/1992 privind protectia consumatorilor) (consumer protection)
Mortgages
Law No 287/2009 regarding the Civil Code (Legea nr. 287/2009 privind Codul Civil) (Civil Code of Romania)
Law No 77/2016 on giving in payment of real estate assets for discharging loan debts (Legea nr. 77/2016 privind darea in plata a unor bunuri imobile in vederea stingerii obligatiilor asumate prin credite) (giving in payment of real estate assets for discharging loan debts – datio in solutum)
Law No 190/1999 regarding mortgage loans for real estate investments (Legea nr. 190/1999 privind creditul ipotecar pentru investitii imobiliare) (mortgage credits for real estate investments)
Corporations
Companies Law No 31/1990 (Legea societatilor comerciale) (legal regime of companies)
Funds and platforms
Law No 297/2004 on the capital market (Legea nr. 297/2004 privind piața de capital) (capital market)
Law No 74/2015 on alternative investment fund managers (Legea nr. 74/ 2015 privind administratorii de fonduri de investiţii alternative) (alternative investment fund managers)
Government Emergency Ordinance No 32/2012 on undertakings for collective investment in transferable securities and investment management companies and for amending and supplementing Law No 297/2004 on the capital market (Ordonanţa de urgenţă nr. 32/2012 privind organismele de plasament colectiv în valori mobiliare şi societăţile de administrare a investiţiilor, precum şi pentru modificarea şi completarea Legii nr. 297/2004 privind piaţa de capital) (undertakings for collective investment in transferable securities and investment management companies)
Financial Supervisory Authority (FSA) Regulation No 9/2014 on the authorization and operation of investment management companies, undertakings for collective investment in transferable securities and depositaries of undertakings for collective investment in transferable securities (Regulamentul ASF nr. 9/2014 privind autorizarea şi funcţionarea societăţilor de administrare a investiţiilor, a organismelor de plasament colectiv în valori mobiliare şi a depozitarilor organismelor de plasament colectiv în valori mobiliare) (authorization and operation of investment management companies, undertakings for collective investment in transferable securities and of the depositaries of undertakings for collective investment in transferable securities)
National Securities Commission (NSC) Regulation No 15/2004 on the licensing and functioning of investment management firms, collective investment undertakings and depositories (Regulamentul CNVM nr. 15/2004 privind autorizarea şi funcţionarea societăţilor de administrare a investiţiilor, a organismelor de plasament colectiv şi a depozitarilor) (licensing and functioning of investment management firms, collective investment undertakings and depositories)
FSA Regulation No 10/2015 on alternative investment funds management (Regulamentul ASF nr. 10/2015 privind administrarea fondurilor de investiţii alternative) (alternative investment funds management)
Other key market legislation
Government Ordinance No 9/2004 on financial collateral agreements (Ordonanța nr. 9/2004 privind unele contracte de garanție financiară) (financial collateral agreements)
Law No 304/2015 regarding the issue of mortgage covered bonds (Legea 304/2015 privind emisiunile de obligatiuni ipotecare) (issue of mortgage covered bonds)
NSC Regulation No 32/2006 on financial investment services (Regulamentul nr. 32/2006 privind serviciile de investiţii financiare) (financial investment services)
Capital Requirements Regulation (Regulation (EU) 575/2013) (capital requirements)
European Market Infrastructure Regulation (Regulation (EU) 648/2012) (derivatives)
Market Abuse Regulation (Regulation (EU) 596/2014) (market abuse)
Russia
Generally
Civil Code of the Russian Federation, Part I (Гражданский кодекс Российской Федерации (часть 1)) (general provisions of civil law)
Civil Code of the Russian Federation, Part II (Гражданский кодекс Российской Федерации (часть 2)) (distinct types of obligations)
Civil Code of the Russian Federation, Part III (Гражданский кодекс Российской Федерации (часть 3)) (succession law and international private law)
Federal Law 'On Securities Market' (Федеральный закон 'О рынке ценных бумаг') (securities market)
Federal law 'On Banks and Banking Activities' (Федеральный закон 'О банках и банковской деятельности') (banks and banking activities)
Consumer credit
Federal Law 'On Credit Histories' (Федеральный закон 'О кредитных историях') (credit histories)
Mortgages
Corporations
Federal Law 'On International Companies and International Funds' (redomiciliation opportunities)
Funds and platforms
Federal Law 'On Investment Funds' (Федеральный закон 'Об инвестиционных фондах') (investment funds)
Federal Law 'On Encouragement of Investment by Investment Platforms and Amendments to Certain Legislative Acts of the Russian Federation' (investment platforms)
Other key market legislation
Federal Law 'On Amendments to Certain Legislative Acts of the Russian Federation for the Purpose of Countering the Financing of the Spread of Weapons of Mass Destruction' (WMD rules)
Federal Law 'On Syndicated Credit (Loan) and Amendments to Certain Legislative Acts of the Russian Federation' (syndicated loans)
Senegal
Generally
Investment activities/services:
Investment activities/services in Senegal are mainly regulated by the following Laws and Regulations:
- Law n ° 2004-06 of February 6, 2004, on the Investment Code;
- Decree No. 2004-627 of May 7, 2004, setting the modalities for implementation of Law No. 2004-06 dated February 6, 2004, on the Investment Code;
- The General Regulations of the Regional Council for Public Savings and Financial Markets (Règlement Général du Conseil régional de l’épargne publique et des marchés financiers, CREPMF) (General rules of the CREPMF);
- The General rules of the Regional Stock Exchange (Bourse Régionale Des Valeurs Mobilières, BRVM);
- Law on fixed capital investment companies in the WAEMU 2003 (Loi relative aux entreprises d’investissement à capital fixe dans l’UEMOA);
- Framework Law on Banking Regulations of the WAMU, December 3, 2010;
Regulation No. 09/2010/CM/UEMOA/ on External Financial Relations of the Member States of the West African Economic and Monetary Union (WAEMU); and - Law n ° 2008-26 of July 28, 2008 on banking regulations (Banking Law).
Consumer credit, Corporations, Mortgages, Funds and platforms
- Consumer Law No. 2016-412 of June 15, 2016;
- WAEMU;
- Decision No. 397/12/2010 Issuing Regulations, Tools and Procedures to Implement the BCEAO Monetary and Credit Policy (consumer protection-related) (2010);
- Decision No. 397/12/2010 Issuing Regulations, Tools and Procedures to Implement the BCEAO Monetary and Credit Policy – Title III Excerpt (enacted in 2010) (English)
Corporations
- Ohada Uniform Act relating to General Commercial Law adopted on December 15, 2010;
- Revised Uniform Act on commercial companies and economic interest groups (the Revised Uniform Act), adopted on January 30, 2014.
Mortgages
- Uniform Act Organizing Securities of December 15. 2010
Funds and platforms
- Regulation No. 02/2010 / CM / UEMOA relating to securitization of mutual funds and securitization transactions in the WAEMU (Règlement n° 02/2010/CM/UEMOA relatif aux Fonds communs de titrisation de créance et aux opérations de titrisation dans l'UEMOA);
- Instructions 44, 45, and 46 of CREPMF and regulation on the organization and functioning of the financial market of the WAEMU;
- Decision N° 2012-119 Amending Instruction No 46/2011 Relating to the Classification and Rules of Allocation of Assets of Collective Investment Organizations on the Regional Financial Market of the WAMU;
- Regulation No. 03/2010 / CM / UEMOA relating to covered bonds in the WAEMU.
Other key market legislation credit
- Regulation n ° 06/2013 / CM / UEMOA of June 28, 2013, on Treasury bills and bonds issued by auction or syndication with the assistance of the WAMU Securities Agency (Agence UMOA-Titres);
- Decision No CM / SJ / 001 / 03/2016 Relating to the Implementation of the Monetary Penalties Mechanisms Applicable on the Regional Financial Market of the WAMU
- Regional financial markets Instruction 2011;
- Uniform Act on simplified recovery procedures and measures of execution;
- WAEMU Instruction governing activities of electronic money issuers 2015;
- Law no. 2008-08 of January 25, 2008, on electronic transactions.
Singapore
Generally
Banking Act
Finance Companies Act
Monetary Authority of Singapore Act
Hire-Purchase Act
Payment System (Oversight) Act 2006
Securities and Futures Act
Securities and Futures (Licensing and Conduct of Business) Regulations
Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005
Code on Collective Investment Schemes
Consumer credit
Consumer Protection (Fair Trading) Act
Mortgages
Land Titles Act
Registration of Deeds Act
Corporations
Funds and platforms
Financial Advisers Act
Financial Advisers Regulations
Insurance Act
Other key market legislation
Moneylenders Act
Limited Liability Partnership Act
Monetary Authority of Singapore (Control and Resolution of Financial Institutions) Regulations 2013
Slovak Republic
Generally
Act No. 530/1990 Coll. on Bonds, as amended (Zákon o dlhopisoch) (regulating bonds)
Act No. 343/2015 Coll. on Public Procurement, as amended (Zákon o verejnom obstarávaní a o zmene a doplnení niektorých zákonov) (regulating procurement processes in Slovak Republic)
Act No. 18/2018 Coll. on Protection of Personal Data and on amending and supplementing of certain acts (Zákon o ochrane osobných údajov a o zmene a doplnení niektorých zákonov) (regulating processing of personal data in Slovak Republic)
Consumer credit
Mortgages
Corporations
Funds and platforms
Investment funds
Other key market legislation
Capital Requirements Regulation (Regulation (EU) 575/2013) (capital requirements)
European Market Infrastructure Regulation (Regulation (EU) 648/2012) (derivatives)
Market Abuse Regulation (Regulation (EU) 596/2014) (market abuse)
South Africa
Generally
Banks Act No. 94 of 1990
Co-Operative Banks Act No. 40 of 2007
Financial Advisory and Intermediaries Services Act No. 37 of 2002
Financial Intelligence Centre Act No. 38 of 2001
Financial Markets Act No. 19 of 2012
Income Tax Act No. 58 of 1962
Mutual Banks Act No. 124 of 1993
Consumer credit
Consumer Protection Act No. 68 of 2008
Insolvency Act No. 24 of 1936
National Credit Act No. 34 of 2005
Mortgages
Home Loan and Mortgage Disclosure Act No. 63 of 2000
Corporations
Companies Act No. 71 of 2008
Trust Property Control Act No. 57 of 1988
Funds and platforms
Collective Investment Schemes Control Act No. 45 of 2002
Energy and infrastructure
Civil Aviation Act No. 13 of 2009
Electricity Regulation Act No. 4 of 2006
Gas Act No. 48 of 2001
Independent Communications Authority of South Africa Act No. 13 of 2000
Petroleum Pipelines Act No. 60 of 2003
Preferential Procurement Framework Act No.5 of 2000
Other key market legislation
Broad-Based Black Economic Empowerment Act No.53 of 2003
Commercial Paper Regulations
Competition Act No. 89 of 1998
Conventional Penalties Act No. 15 of 1962
Currency and Exchanges Act, No. 9 of 1933 (including the Exchange Control Regulations)
Inspection of Financial Institutions Act No. 80 of 1998
Securitization Regulations
Spain
Generally
Royal Decree-Law 21/2017, dated 29 December, on urgent measures for the adaptation of the Spanish legislation to the EU legislation on securities market (Real Decreto-ley 21/2017, de 29 de diciembre, de medidas urgentes para la adaptación del derecho español a la normativa de la Unión Europea en materia del mercado de valores) (securities markets)
Consumer credit
Mortgages
Law 5/2019, dated 15 March, on real estate credit agreements (Ley 5/2019, de 15 de marzo, reguladora de los contratos de crédito inmobiliario) (mortgages with consumers)
Corporations
Funds and platforms
Other key market legislation
Market Abuse Regulation (Regulation (EU) 596/2014) (Reglamento de Abuso de Mercado) (market abuse)
Markets in Financial Instruments Regulation (Regulation (EU) 600/2014) (Reglamento de Mercados de Instrumentos Financieros) (financial instruments)
Sweden
Generally
Banking and Financing Act 2004 (Lag (2004:297) om bank och finansieringsrörelse)
Securities Market Act 2007 (Lag (2007:528) om värdepappersmarknaden)
Foreign Branch Offices Act 1992 (Lag (1992:160) om utländska filialer)
Financial Instruments Trading Act 1991 (Lag (1991:980) om handel med finansiella instrument)
Act Regarding Issue of Covered Bonds 2013 (Lag om utgivning av säkerställda obligationer (2003:1223))
Money Laundering and Terrorism Financing (Prevention) Act 2017 (Lag (2017:630) om åtgärder mot penningtvätt och finansiering av terrorism)
Anti-Money Laundering Act 2014 (Lag (2014:307) om straff för penningtvättsbrott)
Penalties for Market Abuse on the Securities Market Act 2016 (Lag (2016:1307) om straff för marknadsmissbruk på värdepappersmarknaden)
Act on Supervision over Credit Institutes and Securities Companies 2014 (Lag (2014:968) om särskild tillsyn över kreditinstitut och värdepappersbolag)
Marketing Practices Act 2008 (Marknadsföringslag (2008:486))
Consumer credit
Consumer Credit Act 2010 (Konsumentkreditlagen (2010:1846))
Act Concerning Certain Activities with Consumer Credits 2014 (Lag (2014:275) om viss verksamhet med konsumentkrediter)
Credit Reporting Act 1973 (Kreditupplysningslag (1973:1173))
Mortgages
Act on Mortgage Credit Activities 2016 (Lag (2016:1024) om verksamhet med bostadskrediter)
Mortgage Credit Directive (2014/17/EU) (mortgage credit)
Corporations
Companies Act 2005 (Aktiebolagslagen (2005:551))
Partnership and Non-registered Partnership Act (Lag (1980:1102) om handelsbolag och enkla bolag)
Funds and platforms
Swedish UCITS Act 2004 (Lag (2004:46) om värdepappersfonder)
Alternative Investment Fund Managers Act 2013 (Lag om förvaltare av alternativa investeringsfonder (2013:561))
Alternative Investment Fund Managers Directive (2011/61/EU) (fund managers)
Other key market legislation
Bank Recovery and Resolution Directive (2014/59/EU) (recovery and resolution)
Capital Requirements Regulation (Regulation (EU) 575/2013) (capital requirements)
European Market Infrastructure Regulation (Regulation (EU) 648/2012) (derivatives)
Market Abuse Regulation (Regulation (EU) 596/2014) (market abuse)
Markets in Financial Instruments Directive (2014/65/EU) (financial instruments)
Thailand
Generally
Civil and Commercial Code of Thailand
Securities and Exchange Act B.E. 2535 (1992)
Financial Institution Act B.E. 2551 (2008)
Payment System Act B.E. 2560 (2017)
Security Business Act B.E. 2558 (2015)
Consumer credit
Civil and Commercial Code of Thailand
Credit Information Business Act B.E. 2545 (2002)
Consumer Protection Act B.E. 2522 (1979)
MOF Notification re Business Subject to Approval to Clause 5 of the Revolutionary Council Decree 58 as amended
MOF Notification re Business Subject to Approval to Clause 5 of the Revolutionary Council Decree 58 (Regulated Personal Loan) as amended
MOF Notification re Business Subject to Approval to Clause 5 of the Revolutionary Council Decree 58 (Regulated Nano Finance) as amended
MOF Notification re Business Subject to Approval to Clause 5 of the Revolutionary Council Decree 58 (Pico Finance) as amended
MOF Notification re Business Subject to Approval to Clause 5 of the Revolutionary Council Decree 58 (Regulated Peer-to-Peer Lending Platform Business)
Mortgages
Civil and Commercial Code of Thailand
Security Business Act B.E. 2558 (2015)
Corporations
Civil and Commercial Code of Thailand
Public Limited Companies Act B.E. 2535 (1992)
Foreign Business Act B.E. 2542 (1999)
Investment Promotion Act B.E. 2520 (1977)
Funds and platforms
Securities and Exchange Act B.E. 2535 (1992)
Emergency Decree on Digital Asset Business B.E. 2561 (2018)
Ministerial Regulations - Approval for operation of securities business B.E. 2551 (2008)
Notification of the Office of the Securities and Exchange Commission No. SorNor. 87/2558 - Criteria, conditions and method of management of Mutual Funds for General Investors, Mutual Funds for Non-Retail Investors, Mutual Funds for Institutional Investors and Private Funds
Notification of Capital Market Supervisory Board No. TorNor. 88/2558 - Establishment of Mutual Funds for General and Non-Retail Investors and Execution of Agreements for Private Fund Management
Notification of Capital Market Supervisory Board No. TorNor. 89/2558 - Criteria for management of Mutual Funds for General and Non-Retail Investors and Mutual Funds for Institutional Investors and Private Funds
Notification of the Securities and Exchange Commission No. KorNor. 19/2540 (criteria, conditions and method of establishment of property fund for institutional investors)
Notification of Capital Market Supervisory Board No. TorNor. 73/2552 (criteria, conditions and method of establishment of funds for foreign investors)
Notification of Capital Market Supervisory Board No. TorNor. 38/2562 (criteria, conditions and method of establishment and management of infrastructure funds)
Notification of Capital Market Supervisory Board No. TorNor. 42/2555 (criteria, conditions and method of establishment and management of carbon funds)
Notification of the Securities and Exchange Commission No. KorNor. 22/2545 (criteria, conditions and method of management of venture capital funds)
Notification of the Office of the Securities and Exchange Commission No. KorJor. 15/2561 (Public Offer for Sale of Digital Tokens)
Notification of the Office of the Securities and Exchange Commission No. KorJor. 12/2562 (Private Placement Offer for Sale of Digital Tokens)
Notification of Capital Market Supervisory Board No. TorJor. 21/2562 (Regulations on Offer for Sale of Securities through Crowdfunding System)
Notification of Capital Market Supervisory Board No. TorJor. 1/2563 (Public Offer by a Private Limited Company Social Enterprise)
Notification of Capital Market Supervisory Board No. TorJor. 17/2563 (Private Placement Offer by SMEs)
SEC Guidelines on Issuance and Offer for Sale of Green Bond, Social Bond and Sustainability Bond
Other key market legislation
Derivatives Act B.E. 2546 (2003)
Notification of the Securities and Exchange Commission No. KorKor. 9/2552 (criteria of approval and approval to operate as trustee)
Notification of Capital Market Supervisory Board No. TorJor. 39/2559 (approval for sale of newly issued shares)
Notification of Capital Market Supervisory Board No. TorJor. 17/2561 (approval for sale of newly issued debt instruments)
Notification of Capital Market Supervisory Board No. TorJor. 49/2555 (issuance and sale of trust unit of Real Estate Investment Trust)
Notification of Capital Market Supervisory Board No. TorJor. 12/2558 (issuance and sale of units of Infrastructure Trust)
Ukraine
Generally
Civil Code of Ukraine (No.435-IV, 16.01.2003) (general contractual principles)
Law of Ukraine ‘On the Foreign Investment Regime’ dated 19 March 1996 (No.93/96-BP, 19.03.1996) (protection of foreign investments, change in law and effective compensation)
Consumer credit
Mortgages
Business entities (banks, financial institutions)
Funds and platforms
Other key market legislation
Law of Ukraine ‘On Currency and Currency Operations’ 21 June 2018 (No.2473-VIII, 21.06.2018) (general principles governing currency transactions regime)
UK - England and Wales
Generally
Bank of England and Financial Services Act 2016
Financial Services Act 2012
Financial Services and Markets Act 2000
Financial Services and Markets Act 2000 (Regulated Activities) Order 2001
The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
FCA Handbook and PRA Rulebook
Consumer credit
Consumer Credit Act 1974 (as amended)
FCA Handbook, Consumer Credit sourcebook
Mortgages
Mortgage Credit Directive (2014/17/EU) (mortgage credit)
Mortgages and Home Finance: Conduct of Business sourcebook
Corporations
Companies Act 2006
Overseas Companies Regulations 2009
Funds and platforms
Alternative Investment Fund Managers Directive (2011/61/EU) (fund managers)
Alternative Investment Fund Managers Regulations 2013 (fund managers)
Undertakings for Collective Investment in Transferable Securities Directive (2009/65/EC) (mutual funds)
Other key market legislation
Bank Recovery and Resolution Directive (2014/59/EU) (recovery and resolution)
Capital Requirements Regulation (Regulation (EU) 575/2013) (capital requirements)
European Market Infrastructure Regulation (EMIR) (Regulation (EU) 648/2012) (derivatives)
EMIR Refit Regulation (Regulation (EU) 2019/834) (derivatives)
Market Abuse Regulation (Regulation (EU) 596/2014) (market abuse)
Markets in Financial Instruments Directive II (2014/65/EC) (financial instruments)
Markets in Financial Instruments regulation (600/2014) (financial instruments)
Payment Services regulations 2017 (payment service providers)
Electronic Money Regulations 2011 (electronic money issuers)
UK - Scotland
Generally
Bank of England and Financial Services Act 2016
Financial Services Act 2012
Financial Services and Markets Act 2000
Financial Services and Markets Act 2000 (Regulated Activities) Order 2001
Consumer credit
Consumer Credit Act 1974 (as amended)
FCA Handbook, Consumer Credit sourcebook
Mortgages
FCA Handbook
Mortgage Credit Directive (2014/17/EU) (mortgage credit)
Mortgages and Home Finance: Conduct of Business sourcebook
Corporations
Companies Act 2006
Overseas Companies Regulations 2009
Funds and platforms
Alternative Investment Fund Managers Directive (2011/61/EU) (fund managers)
Undertakings for Collective Investment in Transferable Securities Directive (2009/65/EC) (mutual funds)
Other key market legislation
Bank Recovery and Resolution Directive (2014/59/EU) (recovery and resolution)
Capital Requirements Regulation (Regulation (EU) 575/2013) (capital requirements)
European Market Infrastructure Regulation (Regulation (EU) 648/2012) (derivatives)
Market Abuse Regulation (Regulation (EU) 596/2014) (market abuse)
Markets in Financial Instruments Directive (2004/39/EC) (financial instruments)
United Arab Emirates
Generally
Legislation in the UAE
The Consolidated Constitution of the UAE (as amended) – (Article 7 establishes the Shari’a law as a fundamental source of legislation)
UAE Central Bank Federal Law No. 14 of 2018
UAE Federal Law No. 8 of 2018 on Financial Leasing
Central Bank Circulars
UAE Basel II Guidelines for Banks
Corporate Governance Guidelines 2009
Foreign Account Tax Compliance Act (FATCA)
UAE Federal Law Bo. 10 of 2018 regarding Netting
UAE Civil Code Federal Law No. 5 of 1985
UAE Law of Civil Procedure Federal Law No. 11 of 1992 and Federal Law No. 10 of 2014
UAE Commercial Transactions Law Federal Law 18 of 1993
UAE Commercial Companies Law Federal Law No. 2 of 2015
UAE Insurance Law Federal Law No. 6 of 2007
Central Bank Framework on Stored Values and Electronic Payment Systems of 2017
UAE Federal Law No. 9 of 2018 (Regarding Public Debt)
Free/Special Economic Zones in the UAE
There are over 40 free zones in the UAE currently which are set up under the laws of its host emirate regarding free zone companies and establishments. There is no federal free zone authority (although one was discussed extensively in 2007 and 2008) those free zones are given a degree of freedom to self-regulate so long as such regulation does not violate the provisions of local/national law, or constitute a violation of public morals or be contrary to public interest.
In addition to the free zones generally, Abu Dhabi Global Market (ADGM) and Dubai International Financial Centre (DIFC) are two financial free zones which have their own court system and legislative capacity.
While we do not cover the free zones in any great detail on this site, it is important to recognize that ADGM and DIFC have signed memoranda of understanding and mutual recognition with the local courts and/or federal court systems in their respective Emirates which means a decision from either of ADGM or DIFC can be enforced and executed directly through the local courts respectively without the case being heard ab initio.
- UAE Federal Law No. 8 of 2004 on the Financial Free Zones of the UAE
- DIFC Laws and Regulations
- Dubai Financial Services Authority (DFSA) Laws and Regulations
- ADGM Laws and Regulations
- The Free Zones Laws and Regulations
- Emirates Securities and Commodities Authority
- UAE Insolvency Law Federal Law No. 9 of 2016
- UAE Penal Code Federal Law No. 3 of 1987
- UAE Decree-law No. 20 of 2018 on Anti-Money Laundering
Consumer credit
UAE Credit Information Law Federal Law No 6 of 2010 and Cabinet Resolution 16 of 2014 (information requirements and sharing)
UAE Consumer Protection Law Federal Law No 2 of 2006 and Executive Regulations of 2007
Mortgages
UAE Civil Code
UAE Commercial Transactions Law
UAE Central Bank Circular October 2013 established a loan to value ratio for mortgages
Dubai Law No. 8 of 2008 and 9 of 2009
Dubai Mortgage Law Decree No 31 of 2016
UAE Law No. 20 of 2016 on the Mortgage of Moveable Assets to Secure a Debt and its executive regulations (Cabinet Resolutions No. 5 and No. 6 of 2018). This law which came into effect on 15 March 2017 has established the Emirates Moveables Collateral Registry which is an online registry allowing the registration of security over moveables in the UAE. This law is perceived as a much welcomed addition to the UAE financial landscape (especially for cross-border financing).
Corporations
UAE Civil Code
UAE Commercial Companies Law Federal Law No. 2 of 2015
Funds and platforms
SCA Chairman's Regulation No. 9 of 2016
SCA Chairman's Regulation No. 3 of 2017
Taken together, these regulations establish procedures for licensing, management, offer document contents, subscription, issuance and listing of funds.
Funds are listed on the Dubai Financial Market and NASDAQ Dubai. There are many trading platforms available including online trading platforms.
Other key market legislation
The United Arab Emirates is a federation of seven independent states, each of which has judicial capacity. In addition, through changes to the UAE Constitution, special free economic and financial free zones have been set up to attract foreign direct inward investment, each of which has its own regulatory authority.
It is possible that in order to establish the regulatory framework applicable to a company, fund, investment scheme, or activity that one or more and potentially all of the following legislation will need to be reviewed:
- UAE Federal legislation;
- legislation passed by each individual emirate but note:
- Ajman, Fujairah, Sharjah, and Umm Al Quwain generally follow the same or substantially similar laws and adhere to the Federal Court System; and
- Dubai, Abu Dhabi and Ras Al Khaimah have derogated from the Federal Court System and each have their own court system or judicial departments (independent from the federal system) – they pass laws which affect their emirate alone;
- DIFC Legislation;
- The Law and Regulations enacted in each other free zone;
- DFSA Rules and Regulations;
- ADGM Legislation;
- UAE Central Bank Circulars and Resolutions; and
- UAE Securities and Commodities Authority.
United States
Generally
Federal
Federal Deposit Insurance Act (FDI Act)
Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act)
Volcker Rule (implementing section 619 of the Dodd-Frank Act)
12 US Code (USC) section 84 and 12 Code of Federal Regulations (CFR) section 32 (restrictions on lending limits)
Regulation O (restrictions on lending to insiders)
Bank Holding Company Act (BHC Act) (anti-tying rules)
Equal Credit Opportunity Act (ECOA) (fair lending)
Regulation B (implementing the ECOA)
Securities Exchange Act of 1934 (SEA) and the SEC rules thereunder
Investment Advisers Act of 1940 (IAA) and the SEC rules thereunder
Investment Company Act of 1940 (ICA) and the SEC rules thereunder
State
Individual state laws and related state regulations apply.
Consumer credit
Federal
Regulation Z (implementing TILA)
State
Individual state laws and related state regulations, including licensing and compliance regimes apply.
Mortgages
Federal
Home Mortgage Disclosure Act (HMDA)
Regulation C (implementing the HMDA)
Regulation Z (implementing TILA)
Real Estate Settlement Procedures Act (RESPA)
Regulation X (implementing RESPA)
TILA/RESPA Integrated Disclosure Rule (TRID)
State
Individual state laws and related state regulations, including licensing and compliance regimes apply.
Securities
Broker-dealers/investment advisers (as defined in the Investment Advisers Act of 1940)
Federal
Securities Act and the SEC rules thereunder
SEA and the SEC rules thereunder
IAA and the SEC rules thereunder
ICA and the SEC rules thereunder
State
Individual State Securities ('blue sky') laws and related state regulations apply.
Broker-dealers only
Self-regulatory organizations
Financial Industry Regulatory Authority (FINRA) Rules
National Securities Exchange Rules (e.g. New York Stock Exchange, NASDAQ Stock Market)
Federal Reserve Board of Governors Margin Rules (Regulation T)
Who are the regulators?
- Central Bank (Banco Nacional de Angola (BNA));
- Capital Market Commission (Comissão de Mercado de Capitais (CMC)).
What are the authorization requirements and process?
The incorporation of financial banking institutions is subject to authorization by the Central Bank (BNA).
In general, in order to obtain authorization from the regulator, financial banking institutions based in Angola must:
- have as their exclusive object the exercise of the activity legally permitted, under the terms of Article 6 of this Basic Law of Financial Institutions;
- adopt the form of a public limited company;
- have share capital not less than the legal minimum;
- have share capital represented by registered shares;
- have sound corporate governance arrangements, including a clear organizational structure with well-defined, transparent and consistent lines of responsibility;
- have effective processes to identify, manage, control and communicate the risks to which is or might be exposed;
- have appropriate internal control mechanisms, including robust administrative and accounting procedures; and
- have remuneration policies and practices that promote and are consistent with sound and prudent risk management.
What are the main ongoing compliance requirements?
Financial institutions must comply with the requirements set out in Law 5/20, of January 27 – Law to Prevent and Combat Money Laundering, Financing Terrorism and Proliferation of Weapons of Mass Destruction.
Qualified holdings: the banking financial institution over which a natural or legal person, directly or indirectly, intends to hold a qualified holding must first formulate an authorization request to the Central Bank (BNA). A holding in a company, directly or indirectly, of not less than 10% of the capital or voting rights of the company in which a participation is held or which, for any reason, makes it possible to exercise a significant influence over the management of the institution in which the participation is held, shall be deemed to be qualified.
What are the penalties for failure to be authorized?
The unauthorized practice of transactions reserved for financial institutions, as well as the exercise by a financial institution of activity not included in its legal object, and the carrying out of unauthorized operations or operations which are specially prohibited to them, is punishable by a fine of AOA300,000 to AOA150 million and from AOA500,000 to AOA500 million, depending on whether an individual or legal person is involved.
In addition to fines, ancillary sanctions, such as seizure and confiscation of the object of the offence, including the economic proceeds thereof, may be imposed on the offender.
What finance and investment activities require authorization?
The financial activities carried out by the following entities require the authorization of the Capital Market Commission (CMC):
- securities brokerage firms;
- securities distribution companies;
- investment companies;
- asset management companies;
- securities and real estate investment fund management companies;
- venture capital companies;
- venture capital fund management companies;
- brokers, investment advisors and independent financial analysts.
In particular, the following investment services and activities in securities and derivatives require authorization:
- the reception and transmission of orders on behalf of others;
- the execution of orders on behalf of others;
- portfolio management for third parties;
- investment advice, including the preparation of studies, financial analysis and other general recommendations;
- underwriting and placement with or without a guarantee in a public offer for distribution;
- assistance in connection with public offerings of securities;
- registration and deposit of securities and derivative securities and services related to their safekeeping, such as cash or guarantee management;
- the granting of credit, including the lending of securities, intended exclusively for the purpose of carrying out transactions in securities and derivative instruments involving the grantor of credit; and
- foreign exchange services and safe-deposit box rental for the sole purpose of providing investment services.
Are there any possible exemptions?
As a rule, only brokers may engage in securities and derivatives investment services and activities in a professional capacity.
However, the following are excluded from this rule:
- the Central Bank (BNA), the State and other public entities within the scope of the management of public debt and State reserves;
- people who provide investment services exclusively to its dominant company, its subsidiary, or to its own subsidiary;
- people who provide investment advice as a normal, non-specifically remunerated supplement to the provision of investment services;
- people whose only investment activity is dealing on own account, provided they are not market makers or entities dealing on own account outside a regulated market in an organized, frequent and systematic manner, providing a system accessible to third parties for the purpose of dealing with them.
Do any exchange controls or other restrictions on payments apply?
The Foreign Exchange Law regulates the acts and commercial and financial transactions which have or may have an actual or potential impact on its balance of payments.
The implementation of the provisions of this law and of the respective complementary or regulatory diplomas shall be subject to the provisions of this law:
- exchange transactions;
- exchange trading.
According to this legislation, certain foreign exchange transactions are subject to restrictions, such as the need to obtain authorization from the Central Bank (BNA), the limit on the transfer of values. Given the size of foreign exchange transactions, the restrictions must be analyzed on a case-by-case basis. Nevertheless, the most recent legislation has been drafted with a view to making these same operations simpler and more expeditious.
Foreign exchange transactions may only be carried out through a financial institution authorized to engage in foreign exchange trading.
Foreign exchange operations are considered, according to the law:
- the acquisition or disposal of gold in cash, in bar or in any unworked form;
- the acquisition or disposal of foreign currency;
- the opening and movement in the country by residents or non-residents of foreign currency accounts;
- the opening and operation in the country, by non-residents, of accounts in national currency; and
- the settlement of any transactions of goods, current invisibles or capital.
What are the rules around financial promotions?
Information disclosed in Angola which may influence investors' decisions, namely when it relates to public offers, regulated markets, services and activities of investment in securities and derivatives and issuers, must be written in Portuguese or accompanied by a legalized translation into Portuguese.
Information concerning securities and derivatives, issuers, public offers, regulated markets and their infrastructures, investment services and activities in securities and derivatives must be complete, true, timely, clear, objective and lawful.
Contracts for investment services concluded with non-institutional investors shall be in writing and only such investors may invoke invalidity resulting from failure to comply with the form.
What types of legal entity are generally used to undertake financial or investment activity?
The legal entities generally used to undertake financial or investment activity are investment funds.
Is it possible to conduct lending or investment business through a branch or establishment?
Yes, it is possible to conduct lending or investment business through a branch of a financial institution.
Foreign-based financial institutions wishing to carry out activities in Angola through the establishment of branches are subject to the authorization of the President of the Republic, subject to the prior opinion of the BNA.
Luís Filipe Carvalho
Partner
DLA Piper Africa, Angola (ADCA)
[email protected]
T +244 926 612 525
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