Based on the Securities Act, Chapter 83:02 of the Laws of the Republic of Trinidad and Tobago (the “Act”), a Broker-Dealer means a person engaging in, or holding himself
out as engaging in, the business of—
a. effecting transactions in securities for the account of others;
b. buying or selling securities for his own account and who holds himself out at all normal times, as willing to buy and sell securities at prices specified by him; or
c. such other activities as may be prescribed.
Broker-Dealers may also be permitted to discharge the functions of an Underwriter and/or the Manager of a Collective Investment Scheme.
Section 51(1)(a) of the Act indicates that persons who wish to conduct activities as a Broker-Dealer must be registered by the Commission. By-law 18 of the Securities (General) Bye-Laws, 2015 (the “By-laws”) identifies some of the pre-requisites for registration as a Broker-Dealer. Given the provisions of the Act only companies can be registered as Broker-Dealers.
Application Requirements for Registration
The Checklist for Registration of a Broker-Dealer provides a detailed list of the documents, forms and fees that are generally required in support of applications for registration of Broker-Dealers.
Applicants must:
- Apply for registration as a Broker-Dealer in accordance with Section 51(1) of the Act;
- Apply for registration of at least two (2) of its officers as Registered Representatives in accordance with Section 51(2) of the Act;
- Meet the minimum capital requirements, based on the category of registration that it is applying for, under By-law 27 of the Securities (General) By-Laws, 2015;
- Obtain the Commission’s approval for Substantial Shareholders (10%+ ownership) in accordance with Section 54 of the Act (if applicable);
- Apply for the registration of any branch offices at which it wishes to conduct securities-related activities, in accordance with Section 56(6) of the Act;
- Complete and submit the Forms outlined in the section below.
Forms
- Form 2A (mandatory);
- Form 3A (the Form 3B must also be completed by the applicant and maintained in its records, it does not need to be submitted in the application package) for the registration of Registered Representatives;
(Please see this Checklist for the Registration of a Registered Representative which outlines the documents typically required for the registration of Registered Representatives);
- Form 5 for Approval of Substantial Shareholders.
(Please see this Checklist for the approval of a Substantial Shareholder which outlines the documents typically required for the approval of Substantial Shareholders);
- Form 7 for Registration of Branch Offices.
(Please see this Checklist for Registration of a Branch Office of a Market Intermediary which outlines the documents typically required for the registration of Branch Offices.)
Application Requirements for Renewal of Registration
The Checklist for Renewal of Registration of a Broker-Dealer provides a detailed list of the documents, forms and fees that are generally required in support of applications for registration of Broker-Dealers.
Applicants must:
• Apply for renewal of registration as a Broker-Dealer in accordance with Section 51(1) of the Act;
• Ensure that at least two (2) of its officers as Registered Representatives are registered in accordance with Section 51(2) of the Act;
• Meet the minimum capital requirements, based on the category of registration that it is applying for, under By-law 27 of the Securities (General) By-Laws, 2015;
• Apply for the renewal of registration of any branch offices at which it wishes to conduct securities-related activities, in accordance with Section 56(6) of the Act;
• Complete and submit the Forms outlined in the section below.
Forms
1. Form 2A (mandatory);
2. Form 3A (Please see this Checklist for the Registration of a Registered Representative or this Checklist for the Renewal of Registration of a Registered Representative which outline the documents typically required for the registration or renewal of registration of Registered Representatives as applicable);
3. Form 7 for Registration of Branch Offices.
(Please see this Checklist for Registration of a Branch Office of a Market Intermediary or this Checklist for the Renewal of Registration of a Branch Office which outline the documents typically required for the registration or renewal of Registration of Branch Offices as applicable.)
The items identified above are a summary of the requirements for an application for the registration of a Broker-Dealer, 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.
Minimum Capital Requirements
The minimum capital requirements that applicants must meet vary depending on the nature of activities that the Broker-Dealer intends to conduct:
No. | Type of Registrant | Minimum Capital (TTD) | Minimum Regulatory Capital (TTD) |
1. | Restricted Broker-Dealer/ Broker-Dealer that acts a CIS Manager only | $2,000,000 | $1,000,000 |
2. | Broker-Dealer as Agent | $2,000,000 | $1,000,000 |
3. | Broker-Dealer as Principal | $5,000,000 | $2,000,000 |
4. | Broker-Dealer as Agent and/or Principal | $5,000,000 | $2,000,000 |
5. | Broker-Dealer as Agent, Principal and Underwriter | $6,000,000 | $3,000,000 |
6. | Broker-Dealer as Agent, Principal and CIS Manager | $5,000,000 | $2,000,000 |
7. | Broker-Dealer as Agent Principal, CIS Manager, and Underwriter | $6,000,000 | $3,000,000 |
Registration Fees
Registration fees that applicants must submit vary depending on the nature of activities that the Broker-Dealer intends to conduct:
No. | Type of Registrant | Annual Registration Fee (TTD) |
1. | Restricted Broker-Dealer/ Broker-Dealer that acts a CIS Manager only | $20,000 |
2. | Broker-Dealer as Agent | $25,000 |
3. | Broker-Dealer as Principal | $25,000 |
4. | Broker-Dealer as Agent and/or Principal | $25,000 |
5. | Broker-Dealer as Agent, Principal and Underwriter | $30,000 |
6. | Broker-Dealer as Agent, Principal and CIS Manager | $30,000 |
7. | Broker-Dealer as Agent Principal, CIS Manager, and Underwriter | $35,000 |
The fees outlined in the table above do not include the fees payable for:
- Registration of Registered Representatives – TT$2,000 per person.
- Approval of Substantial Shareholders – TT$1,000 per person.
- Registration of Branch Offices – TT$3,000 per branch office.
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.