Based on the Securities Act, Chapter 83:02 of the Laws of the Republic of Trinidad and Tobago (the “Act”), an Underwriter means a person who:
(a)as principal, agrees to purchase a security for the purpose of a distribution;
(b)as agent, offers for sale or sells a security in connection with a distribution; or
(c)participates directly or indirectly in a distribution described in paragraph (a) or (b) for valuable consideration, but does not include—
- a person whose interest in the transaction is limited to receiving the usual and customary distribution or sales commission payable by an underwriter or issuer; or
- a company that purchases shares of its own issue and resells them.
Section 51(1)(c) of the Act indicates that persons who wish to conduct activities as an Underwriter must be registered by the Commission. By-law 20 of the Securities (General) Bye-Laws, 2015 (the “By-laws”) identifies some of the pre-requisites for registration as an Underwriter.
Application Requirements for Registration
The Checklist for Registration of an Underwriter provides a detailed list of the documents, forms and fees that are generally required in support of applications for registration of Underwriters;
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 in 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.)
(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 an Underwriter provides a detailed list of the documents, forms and fees that are generally required in support of applications for registration of Underwriters.
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 in 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 (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);
- 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 above is a summary of the requirements for an application for the registration of an Underwriter, however, please note that the list is non-exhaustive.
The detailed break-down of requirements are provided within the checklist that was identified above.
Minimum Capital Requirements
Type of Registrant | Minimum Capital (TTD) | Minimum Regulatory Capital (TTD) |
Underwriter | $5,000,000 | $2,000,000 |
Registration Fees
Type of Registrant | Annual Registration Fee (TTD) |
Underwriter | $20,000 |
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.