Bahrain Market Intermediaries and Representatives License_Guideline

Bahrain Market Intermediaries and Representatives License The Central Bank of Bahrain and Financial Institutions Law 2006 (‘CBB Law’) provides the legal framework for the provision of Market Intermediaries and Representatives License. The regulatory authority, which grants the authorization for such a firm, is the Central Bank of Bahrain (CBB’s) Capital Markets Supervision Directorate (‘CMSD’). A Bahrain Market Intermediaries and Representatives License is a license which allows a licensed member to carry out regulated activities that include but are not limited to the following:

1. Undertaking or providing services related to arranging or trading in securities, whether as principal or as an agent;
2. Undertaking or providing any services related to the clearing or settlement of securities transactions, whether as principal or agent;
3. Undertaking or providing services related to the depositing of securities with a clearing house and licensed depository.

Permitted Activities The following are the license categories under the Market Intermediaries and Representatives License and permitted activities under each category:

1. Licensed discount broker – undertake only collecting of the investors or clients order which is required to be executed on the licensed exchange through a licensed broker or broker-dealer.
2. Licensed broker – The licensed brokers may undertake:
   1. Trading in securities as agent;
   2. Arranging transactions in securities as an agent
3. Licensed broker-dealer – The licensed broker-dealers may undertake:
   1. Trading in securities as principal;
   2. Trading in securities as agent;
   3. Arranging transactions in securities as principal and agent;
   4. Managing securities’ portfolios;
   5. Depositing of securities;
   6. Advising on securities businesses;
   7. Providing market research and analysis.
4. Licensed clearing member – may undertake any regulated activities stipulated under Module CSD in general, and in particular:
   1. Facilitating the deposit of securities;
   2. Clearing and settlement of securities transactions as principal;
   3. Clearing and settlement of securities transactions as agent;
   4. Facilitating registration of dealings in deposited securities;
   5. Provide custody services to deposited securities;
   6. Facilitating netting of transactions in deposited securities;
   7. Facilitating securities lending, including repurchase agreements and other economically equivalent transactions;
   8. Finality of settlement;
   9. Facilitating margin trading; or
   10. Ensure achievement of Delivery versus Payment.
5. An authorised external trading member – undertake only the activities of a licensed broker or broker-dealer outside the Kingdom of Bahrain.
6. An authorised proprietary trading member – must submit the application made for membership of the licensed exchange together with the approval of membership of such exchange.

Legal Requirements

Sr. No	Element	Requirement(s)
	Entity Requirements	In accordance to the Central Bank of Bahrain (CBB) Rulebook, the legal status of the entity making the application can be: A Bahraini joint stock company (BSC) A Bahraini company with limited liability (‛WLL’);
	Director’s Requirements	Depending on the entity type, the following are the requirements: WLL – One manager or more, to be appointed from among the partners or non-partners by the founders for the first time and by the general assembly thereafter, shall manage the company. BSC (Public) – The number of the board members shall be at least five members appointed for a period of three years renewable. BSC (closed) – The number of the board members shall not be less than three and membership term shall not exceed three years renewable
	Shareholder requirements	An EMI entity will need at least one shareholder Corporate shareholding is also allowed.
	Auditor	The Auditor must be a réviseur d’entreprises agréé (approved statutory auditor) approved by CSSF Any change in the réviseurs d’entreprises agréés (approved statutory auditors) shall be authorised in advance by the CSSF
	Minimum Capital Requirements	The PSL Law requires a minimum capital of EUR 350,000 for an Electronic Money Institution. The Company must at all times respect the own funds as set out by the Law

Ongoing Obligations

1. EMIs shall draw up their annual accounts and, if appropriate, their consolidated accounts in accordance with the law of 19 December 2002 concerning the trade and companies register, as well as the accounting and annual accounts of companies, as amended, “the law of 10 August 1915 on commercial companies, as amended,”6 and Regulation (EC) No 1606/2002 of the European Parliament and of the Council of 19 July 2002 on the application of international accounting standards.

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