Based on the Securities Act, Chapter 83:02 of the Laws of the Republic of Trinidad and Tobago (the “Act”), a “security” includes any document, instrument or writing evidencing ownership of, or any interest in, the capital, debt, property, profits, earnings or royalties of any person and without limiting the generality of the foregoing, extends to—
(a) any bond, debenture, note or other evidence of indebtedness;
(b) any share, stock, unit, unit certificate, participation certificate, certificate of share or interest;
(c) any document, instrument or writing commonly known as a security;
(d) any document, instrument or writing evidencing an option, subscription or other interest in or to a security;
(e) any investment contract;
(f) any asset-backed security;
(g) any document, instrument or writing constituting evidence of any interest or participation in—
i. a profit-sharing arrangement or agreement;
ii. a trust; or
iii. an oil, natural gas or mining lease, claim or royalty or other mineral right;
(h) any agreement under which the interest of the purchaser is valued for the purposes of conversion or surrender by reference to the value of a proportionate interest in a specified portfolio of assets;
(i) any derivative; or
(j) any right to acquire or dispose of anything specified in paragraphs (a) to (i), but does not include—
i. currency;
ii. a cheque, bill of exchange, or bank letter of credit;
iii. a certificate or document constituting evidence of any interest in a deposit account with—
A. a financial institution;
B. a credit union within the meaning of the Co-operative Societies Act;
C. a registrant under the Insurance Act; or
iv. a contract of insurance;
Section 62 of the Act indicates that, unless it is registered with the Commission, no security shall be distributed or listed with any securities exchange.
Although a Collective Investment Scheme (“CIS”) is a security, the registration process for same is varied and will be addressed separately. The following hyperlink can be utilized to access registration information pertaining to securities that are CISs: Registration of CIS.
Application Requirements
Applicants must:
• Apply for the registration of the security. The Checklist for Registration of Securities (Excluding Collective Investment Schemes) provides a detailed list of the documents, forms and fees that are generally required in support of applications for registration of securities (excluding CIS) such as Bonds, Equity or Securitized Instruments.
• Submit a prospectus in respect of the security to be distributed unless an exemption from the requirement to have a prospectus receipted by the Commission is being sought.
Please utilize the Checklist for Prospectuses of Securities (excluding CISs) as a guide in preparing your prospectus.
Forms
The items identified above are a summary of the requirements for an application for the registration of a security excluding a CIS, however, please note that the list is non-exhaustive.
The detailed break-down of requirements are provided within the respective checklists that were identified above.
Registration Fees
No. | Details | Annual Registration Fee (TTD) |
1 | Distribution Filing Fee | $1,000 |
Market Access Fees for Securities (including close end CISs) | 0.01% of the value of the funds raised subject to a minimum of $1,000 | |
Prospectus Filing Fee | $17,500 |
Please see here for a detailed list of the Commission’s fees: Fee Schedule
Kindly note that fees are payable in advance and are non-refundable.