Financial Services (Miscellaneous Exemptions) (No.2) Regulations (Revised 2020)

Summary

This regulation sets out a schedule of exemptions from specific licensing and disclosure requirements under the Banks and Trust Companies Act and the Company Management Act. It does not impose new duties so much as relieve certain applicants and entities from particulars, auditor appointment, or licensing obligations they would otherwise face.

• Restricted Class II/III trust licence applicants: Exempt from providing certain particulars in their licence application, such as names/addresses of officers, solicitors, auditors, subsidiaries, capital undertakings, and financial statements normally required under the Banks and Trust Companies Act.
• Restricted Class II/III trust licensees: Exempt from the requirement to appoint an auditor under section 17G of the Banks and Trust Companies Act.
• Director/officer/nominee shareholder-only companies (Banks and Trust Companies Act): A company that provides only directors, officers and nominee shareholders for companies is exempt from the licensing requirement under section 3(2A), unless it is a subsidiary of a Class I, II or III trust licensee; reclassified former Class I licensees retain this exemption.
• Director/officer/nominee shareholder-only persons (Company Management Act): A person providing only directors, officers and nominee shareholders for companies is exempt from the licensing requirement under section 3(1), unless it is a subsidiary of a company management company under section 4(3A).

The exemptions took effect on commencement of the Regulations and remain in force as revised, with the current text reflecting amendments made by S.I. 37/2011.

Key obligations

• A company relying on the director/officer/nominee shareholder exemption must not undertake any other company management business, or it loses eligibility for the exemption from licensing under the Banks and Trust Companies Act
• A person relying on the director/officer/nominee shareholder exemption must not undertake other company management business, or it loses eligibility for the exemption from licensing under the Company Management Act
• Companies that are subsidiaries of a Class I, II or III trust licensee, or of a company management company, cannot rely on the director/officer/nominee shareholder exemption and must otherwise comply with licensing requirements

Applies to

banks, trust companies, restricted Class II trust licensees, restricted Class III trust licensees, companies providing director, officer and nominee shareholder services, company management companies, persons undertaking company management business

Deadlines

• 28 April 2011: Commencement date of the Financial Services (Miscellaneous Exemptions) (No. 2) Regulations