FAQs

Q: General

Who does the TTSEC regulate?

Any company or person that holds itself out as one of the following must also be registered with the Commission:

  • Broker-Dealer;
  • Investment Adviser;
  • Securities Company;
  • Trader; or
  • Underwriter.

A glossary of these terms is located at the following link: https://www.ttsec.org.tt/investor_resources.php?mid=115. If you are not certain as to whether you need to be registered, please contact the Commission at 623-5095, 624-2991 or 625-2562 to obtain our advice.

 

Q: Registration

1. How can I confirm whether a particular company/person is registered with the Commission?

2. I have a company that I’d like to register. What are the requirements for registration?

Although the requirements for registration will vary depending on the category of registration being sought, the registration requirements are similar. Essentially, applicants for registration will be required to complete certain standard forms, make certain declarations, disclose information about themselves and pay the required fee. Greater detail with respect to registration requirements are provided in checklists which can be accessed from the “Registrants” section of the website and by clicking on “Registration Checklists” or by using the following link: https://www.ttsec.org.tt/registration.php?mid=60.

3. What is required to register a security with the Commission?

Every security that is offered to the public must be registered with the Commission. The exact requirements vary depending on the type of security involved but will generally require the submission of:

  1. An information disclosure document in respect of the security being registered unless a Prospectus exemption is being claimed under Section 79 of the Securities Act, 2012;
  2. A properly completed Registration Statement Form No. 4;
  3. All legal documents constituting the security; and
  4. The required fees (see fee schedule via the following link) https://www.ttsec.org.tt/content/90.pdf;
  5. Greater detail with respect to the registration requirements are provided in checklists which can be accessed from the “Registrants” section of the website and by clicking on “Registration Checklists” or by using the following link: https://www.ttsec.org.tt/registration.php?mid=60.

4. What is the process for becoming registered?

  • To become registered with the Commission, applicants must first submit their application to the Commission.
  • This application will be reviewed by the Disclosure Registration and Corporate Finance Division.
  • Any concerns or shortcomings in the application will be communicated to the applicant in writing and must be addressed before the application process can move forward.
  • Once the applicant has satisfied the requirements of the Act for registration, the application will be forwarded to the Board of Commissioners or their delegate(s) for consideration.
  • The Board of Commissioners or their delegate(s) will make a decision on the application and this decision will be communicated by the Division of Disclosure Registration and Corporate Finance to the applicant in writing.
  • The application will either be:
    1. Approved – in this case the applicant will now become a registrant and must observe the provisions of the Act; or
    2. Deferred – in this case the reasons for the deferral of the decision to register the applicant will be stated and the applicant will be invited to respond accordingly.

5. What is the process for renewal of registration? Each year upon the anniversary date of registration, market actors are required to renew their registration. The checklist of documents to be submitted is located at the following link: https://www.ttsec.org.tt/registration.php?mid=61

6. How do I know whether my company needs to be registered with the Commission?

Any company that issues securities to the public must be registered with the Commission as a Reporting Issuer.

7. What must be registered or filed?

  • Securities issued to the public for example:
  1. shares
  2. stocks
  3. debentures
  4. units
  5. bonds
  • Prospectuses

8. Can I find out how many securities were registered during a particular period? The Commission publishes on its website a list of all securities that have been approved for registration. This list can be accessed through the “Registrants” section of the website and clicking on Securities Register. Alternatively, the following link will provide you with access to the list of registered securities: https://www.ttsec.org.tt/registration.php?mid=16.

9. What are the applicable fees for registration?

The fees for registration vary depending on the category of registration being sought. Furthermore, for each category of registration (except for the registration of securities) there is an annual renewal fee. A list of the fee schedule is located at: https://www.ttsec.org.tt/content/revised-fee-schedule.pdf

10. Can you provide the names of all the registered Brokerage houses?

  • AIC Securities Limited
  • Bourse Brokers Limited
  • Caribbean Stockbrokers Limited
  • First Citizens Brokerage and Advisory Services Ltd.
  • Scotia Investments Limited
  • Republic Securities Limited
  • West Indies Stockbrokers Limited (WISE)

11. How can I confirm the current registration status and/or category of a person or security?

  • Browse the register on the TTSEC website; or
  • Contact a representative of the Commission’s Communications Division via the numbers provided.

12. Where a distribution is being made either under the Limited Offering exemption or the Accredited Investor prospectus filing exemption is the investor(s) required to file a statement or register with the Commission? Investors are not required to make any filings or register with the Commission pursuant to their participation in a distribution which was a limited offering or which benefited from the accredited investor exemption. The issuer however, will be required to provide the Commission with a list of the investors pursuant to the completion of the distribution and filing of the post-distribution statement.

 

13. What categories of registration would market actors under the SIA 1995 now hold under the SA, 2012?

Section 53 of the SA, 2012 lists the transitional provisions for market actors under the SIA, 1995 into the SA, 2012. Additionally, in accordance with section 53(2) of the SA, 2012 persons can continue performing functions that they were authorized to perform under the SIA, 1995 until they bring themselves into compliance with the SA, 2012 or up until December 31, 2013.

 

14. How can applications for registration be made prior to the passage of the General By-Laws to accompany the SA, 2012?

Your attention is drawn to Section 170(2) of the Act which states that:

“By-laws, guidelines and rules made under the Securities Industry Act, in force at the commencement of this Act, remain in force until replaced by the new By-laws made pursuant to this Act.”

Accordingly, the registration forms prescribed under the Securities Industry By-Laws, 1997 and the associated fees prescribed under the Securities Industry (Amendment) By-Laws, 2006 remain in force. Applications for registration as a “Reporting Issuer” are to be made using the Form No. 4 of the Securities Industry By-Laws, 1997 and the Form shall be accompanied by the usual supporting documents.

Applications for registration as a “Self-Regulatory Organization” are to be made using the Form No. 1 of the Securities Industry By-Laws, 1997 and the Form shall be accompanied by the usual supporting documents.

Applications for registration as Investment Advisers and Underwriters are to be made using the Form No. 2 of the Securities Industry By-Laws, 1997 and the Form shall be accompanied by the usual supporting documents.

Applications for registration of Broker-Dealers are to be made using the Form No. 3 of the Securities Industry By-Laws, 1997. The Forms shall be accompanied by the supporting documents that were required for registration under the SIA 1995. Form No. 2 is also to be used to identify the classes of business that your company wishes to conduct (Brokerage, Dealing, Investment Advising, Underwriting) and to identify the registered representatives. Please ensure that the registered representatives identified comply with sections 51(2)-(4) of the SA, 2012.

Please note that the all applications may be subject to additional conditions as the Commission may require to ensure compliance with the Securities Act, 2012. As such, the Staff may request further information from the applicant before an application is approved.

15. What fees are applicable to Registered Representatives? No fee currently exists for the registration of registered representatives. The said fee will be prescribed in the General By-Laws to be developed, to facilitate the full implementation of the SA, 2012.

16. Are revised registration statements required to be accompanied by audited financial statements? No. Revised registration statements are due within 14 days of the financial year end of a Reporting Issuer and should contain information as at the most recently completed financial year end.

17. What is to be set out in a Post Distribution Statement?

Section 84 of the SA 2012 requires that issuers file a Post Distribution Statement within 10 days of the completion of a distribution. Along with other forms referenced in the SA, 2012, the post-distribution statement will be prescribed in the General By-Laws to be developed to facilitate the implementation of the SA, 2012.

Q: Reporting/Disclosure

1. Can I view or obtain copies of the prospectus or other legal documents regarding this security?

Yes. The documents concerning any security that has been registered with the Commission can be viewed by an interested person. Persons wishing to view these documents should contact the Commission first with their request.

2. What if a company only has a CEO and one director in Management instead of two directors? Who should sign the completed forms and statements? Most forms and statements for the registration and renewal of Market Actors, Reporting Issuers and Securities need to be signed by the company’s CEO and at least two directors. Where, there are only two persons who are eligible to sign these forms/statements, these two persons can sign provided that an adequate explanation is provided by way of written submission.

3. If the persons identified as being responsible for discharge of the company’s obligations previously forwarded copies of their certificates and passport photos, should we still forward these again this year? To the extent that a person has already submitted their academic qualifications to the Commission, they need not resubmit same, provided that they indicate that these documents were already forwarded to the Commission and when such documents were forwarded.

4. Are disclosures/filings made to the Commission by reporting issuers available for viewing by members of the public? An application for registration of a security may be made by filing a Distribution statement. The information contained in or filed with any distribution statement shall be made available to the public. Filings made to the Commission pursuant to the requirements of the Securities Act and the Securities Industry By-Laws are accessible for viewing during normal business hours of the Commission.

5. What are some of the sources of information provided by a reporting issuer?

  • Quarterly; Semi-Annual and Annual financial statements;
  • Material Change Filings;
  • Annual Reports;
  • Registration Documents

6. When will the financial statement filing obligations for reporting issuers under the SA, 2012 become due?

Reporting Issuers are required to file the following documents with the Commission:

Document Section of SA, 2012 Timeframe for submission
Revised Registration Statement 61(2) Within 14 days of the end of its financial year and pay the prescribed fee*
Annual Report 63 To be prescribed
Comparative Financial Statements 65 See By-Law 56 of the Securities Industry By-Laws, 1997
Interim Financial Statements 66 Within 60 days of the end of the interim period to which they relate

*Since the Securities Industry By-Laws, 1997 are still in force, the fee for the filing of the Revised Registration Statement is $5,100 (inclusive of the $100 Registration Statement Filing fee).

7. What are the financial reporting obligations of Broker-Dealers, Investment Advisers, Underwriters?

The financial statement filing obligations for these persons are not contained in the SA, 2012 but are to be identified in the General By-laws to be issued under the SA, 2012. The General By-Laws have not been issued, however your attention is drawn to Section 170(2) of the Act which states that:

“By-laws, guidelines and rules made under the Securities Industry Act, in force at the commencement of this Act, remain in force until replaced by the new By-laws made pursuant to this Act.”

Accordingly, the financial statements filing obligations for Broker-Dealers, Investment Advisers, and Underwriters are contained in By-Law 28 of the Securities Industry By-laws 1997. By-Law 28 states that a registrant shall file annually with the Commission audited annual financial statements that are certified by a director of the registrant within ninety days of the end of each financial year.

 

Q: Legislation/By-laws/Guidelines/Policies

1. Where can I obtain a copy of the Securities Act or the Guidelines for Collective Investment Schemes?

Copies of the Securities Act, 2012 and its related By-Laws can be viewed or downloaded from the Commission’s website by navigating to the Legal Framework section and clicking on the Legislation tab or the Proposed By–Laws tab. The legislation is separated by the year in which it was passed. Guidelines can also be viewed or downloaded from the Legal Framework section of the Website by clicking on the Guidelines tab. Alternatively, persons can contact the Commission for assistance in locating same.

2. When will the forms and fees for the new Act be developed?

The Forms, Fees and other requirements for registration under the Securities Act, 2012 will be identified in General By-Laws that are to be developed to facilitate the implementation of the Securities Act, 2012.

3. When will the General By-Laws to accompany the SA, 2012 become Law?

The General By-Laws should be released for Public Comment in early March 2013 and we hope that they will be enacted by the third quarter of 2013.

4. If my company wishes to expand its capabilities to perform full service brokerage, how can this be done under the SA, 2012?

Under the SIA 1995 registered Securities Companies are now deemed to be registered as Broker-Dealers. Section 53(2) of the Securities Act, 2012 (“SA, 2012”) states that:

“A person who is deemed to be registered under subsection (1) shall comply with the registration requirements of section 51(1) or (2) as the case may be, within twelve months from the date of the coming into force of this Act and shall, until the earlier of the expiry of such twelve-month period and the date such person obtains registration under section 51(1) or (2) as the case may be, be permitted to continue performing the functions that such person was authorized to perform under the former Act.” (Emphasis added)

In other words, although the SA, 2012 does not make any distinction between Brokerage and Brokerage in GOTT Bonds, companies are permitted to continue performing the functions they were authorized to perform under the Former Act (that is the SIA 1995). Accordingly, if your company is desirous of expanding its Brokerage capabilities beyond GOTT Bonds, it can apply for registration as a Broker-Dealer under section 51(1) on or before December 31, 2013. Please note however, that the fees, forms and other conditions for registration of Broker-Dealers have not yet been prescribed via By-Laws. Additionally, these By-Laws would be released for Public Comment in early March 2013 and we hope that they will be enacted by the third quarter of 2013.

5. Are “market actors” under the Securities Industry Act, 1995 (“SIA 1995”) equivalent to the term “market actors” under the Securities Act, 2012?

No. Market Actors are defined in the interpretations section of the SA, 2012 to mean

  1. a registrant;
  2. a person exempted under this Act from the requirement to be registered;
  3. a director, senior officer, or promoter of a reporting issuer;
  4. a custodian of assets, shares or units of a collective investment scheme;
  5. a self-regulatory organization;
  6. a designated rating organization;
  7. a transfer agent for securities of a reporting issuer;
  8. a registrar for securities of a reporting issuer;
  9. the partner of a market actor;
  10. a contingency fund required under Part III of this Act;
  11. a settlement assurance fund required under Part III of this Act;
  12. a securities market;
  13. a clearing agency: or
  14. any other person or member of a class of persons prescribed to be a market actor;

 

    Market Actors under the SIA, 1995 were defined as

  1. Brokers
  2. Dealers
  3. Investment Advisers
  4. Securities Companies; and
  5. Traders

“Market actors” under the SIA 1995 are termed “registrants” under the SA, 2012. Under the SA 2012 however, the term “registrant” also includes “reporting issuer”.

6. Where can I obtain a copy of the Conflict of Interest Rules Statement?

The Conflict of Interest Rules Statement is located in Schedule 3 of the Securities Industries By-laws, 1997. Alternatively a copy of the statement can be viewed at the following URL on the Commission’s website: https://www.ttsec.org.tt/content/3030.pdf

7. Does the SA 2012 make any distinction between GOTT Brokerage and Brokerage in other securities?

The SA, 2012 does not make a distinction between GOTT Brokerage and Brokerage in other securities. All Brokers (inclusive of GOTT Bond Brokers) registered under the SIA, 1995 are deemed, under section 53(1)(a) and 53(1)(f) to be duly registered either as a Broker-Dealer or a Registered Representative of a Broker-Dealer.

 

Q: Enforcement

1. What enforcement action can the Commission take?

  • Conducting investigations and holding hearings.
  • Initiating criminal proceedings in summary courts against persons for failing to comply with the Act
  • Referring to the DPP certain indictable matters
  • Imposing of penalties for various contraventions of the Act, By-laws or Orders
  • Making certain remedial orders e.g. Cease trade orders

2. How do I make a Complaint? The Commission reviews complaints made against registrants (broker-dealers, investment advisers, underwriters, reporting issuers). If the actions of these individuals or companies suggest possible breaches of the Act, further investigation may be warranted. See Investor Complaints

3. What type of action could be initiated by the TTSEC against the subject of a complaint?

  • Conducting investigations and holding hearings.
  • Initiating criminal proceedings in summary courts against persons for failing to comply with the Act
  • Imposing of penalties for various contraventions of the Act, By-laws or Orders
  • Making certain remedial orders e.g. Cease trade orders

4. When can I get information about the status of an investigation?

To protect the integrity of an investigation, the Commission shall not comment on the existence, status or nature of an investigation being conducted by staff until the matter becomes one of public record. An investigation becomes public when the TTSEC brings a proceeding in court or a public hearing before the Commission

5. What is the procedure by which the Commission conducts hearings into contraventions? Hearings (written or oral) A hearing is commenced by the service of a Notice of contravention and/or a Notice of Hearing on all persons entitled to receive a copy of the Notice and the convening of a hearing panel to review all of the evidence in the matter. A hearing panel consists of select Board members, no less than two (2) Commissioners.

The details of the investigative report are not shared with the Commissioners, since the matter may be conducted by administrative hearing (in which a panel of Commissioners would adjudicate and determine) or via the courts (civil or criminal proceedings).

Prior to the determination of a breach of the Act and/ or the imposition of sanctions, the Act requires that a hearing be convened to allow a reasonable opportunity for affected and other persons to be heard.

The hearing panel (of Commissioners) will determine the merits of the case based on the submissions presented. Upon conclusion of the hearing, the Commission will make a final order in writing stating the findings of fact on which their decision is based and the reasons for the decision. A copy of the order is then published in the Gazette and a daily newspaper and placed on the website. Sanctions imposed by the hearing panel may include a fine.

Under the Act, an affected person has the right to review a decision of the hearing panel via other Commissioners, who had not heard the matter and then, on a point of law, to the court of appeal.

 

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