Zambia Act or statute

Zambia legislation

Securities (Amendment) Act, 2022

amendmentappealsappointmentsasset controlasset restrictionsaudit reportingaudit requirementsauditor dutiesbusiness restrictionscapital adequacycapital marketscapital markets governancecapital restorationcollective investment schemescomplianceCompany lawcredit rating agenciesdirector appointmentdirector appointmentsdisclosureenforcementfinancial reportingfund managementimmunityinspectionlegislative amendmentBusiness registrationlicensing conditionslicensing enforcementliquidationlisted company compliancelitigation immunitylitigation riskmanagement of regulated entitiesmanagement restrictionsmarket supervisionoffencespension fundsregulatory complianceregulatory interventionregulatory recognitionregulatory sandboxrepealrisk-based supervisionschedule amendmentsecurities transactionsself-regulationsenior managementsenior management approvalsstatutory amendmentstatutory exemptionssupervisionsupervisory actionsupervisory powertribunal appealstribunal powerswinding up

Jurisdiction: Zambia
Structure: 40 provisions
Citation: Act 21 of 2022
Dates: Undated source snapshot

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Purpose and legislative effect

“This amendment lets the Commission use risk-based supervision and a sandbox framework, and it defines “innovation” for the section.”

This amendment lets the Commission use risk-based supervision and a sandbox framework, and it defines “innovation” for the section. This section amends the principal Act by repealing sections 11 and 12. This section amends the principal Act by inserting a new Part after section 19 about the Commission’s supervisory power over capital markets operators. The Commission may issue a written notice prohibiting a capital markets operator from certain securities transactions, soliciting business from specified persons, or carrying on business in a specified manner. The Commission may act against a capital markets operator if it ignores directives, blocks inspection, or shows unsafe, insolvent, or under-capitalised conditions.

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Section 9 of the principal Act is amended

This amendment lets the Commission use risk-based supervision and a sandbox framework, and it defines “innovation” for the section.

Section 3

(1) A capital markets operator that is aggrieved with a

A capital markets operator may appeal a Commission decision to the Tribunal within 30 days; the appeal does not by itself stay the decision, but the Tribunal may order a stay on sufficient grounds.

Section 19I

Section 81 of the principal Act is amended by the

An issuer must inform the public about matters affecting registered securities, publish notice in approved media, and send reports to the Commission and the relevant securities exchange.

Section 12

The principal Act is amended by the repeal of section

This section replaces section 195 and sets out when a party may appeal a Tribunal decision to the Court of Appeal.

Section 19

(1) The principal Act is amended by the deletion of the

This section changes the principal Act by replacing references to “venture capital fund(s)” with “private fund(s)”, except for section 2 of the Act.

Section 25

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Showing 40 of 40 provisions

Amendment 20Provision 7Substitution 7Repeal 3

§ 3Section 9 of the principal Act is amendedAmendment

This amendment lets the Commission use risk-based supervision and a sandbox framework, and it defines “innovation” for the section.

3. Section 9 of the principal Act is amended — (a) in subsection (2), by the insertion of the following new paragraph immediately after paragraph (u): Amendment of section 9 (v) vet a substantial shareholder in accordance with the vetting criteria contained in guidelines issued by the commission, including the substantial shareholder’s source of funds, and the beneficial owner of a company whose securities are registered, or which is authorised or licensed under this Act.; and (b) by the insertion of the following new subsections immediately after subsection (2): (3) The Commission may, for the purposes of achieving the objectives of this Act, implement a risk-based approach in the supervision and regulation of capital markets, and in combating money laundering and countering the financing of terrorism, proliferation, proliferation financing or any other serious offence. (4) Subject to terms and conditions that the Commission may determine, the Commission may use a sandbox framework to supervise new market products, platforms and other innovations in a controlled environment. (5) In this section, “innovation” shall mean a proposed financial technology or financial product, service or solution that does not exist in the capital markets or has characteristics that are significantly different from existing ones.

Section 3Verify source

§ 4The principal Act is amended by the repeal of sections 11Repeal

This section amends the principal Act by repealing sections 11 and 12.

4. The principal Act is amended by the repeal of sections 11 and 12. Repeal of sections 11 and 12 514 No. 21 of 2022] Securities (Amendment) Insertion of new Part IIA

Section 4Verify source

§ 5Section 5Amendment

This section amends the principal Act by inserting a new Part after section 19 about the Commission’s supervisory power over capital markets operators.

5. The principal Act is amended by the insertion of the following new Part immediately after section 19. Commission to prohibit certain activities by capital markets operator Supervisory action over capital markets operator PART IIA SUPERVISORY POWER OF COMMISSION OVER CAPITAL MARKETS OPERATOR

Section 5Verify source

Part

PART IIA

§ 19ASection 19AProvision

The Commission may issue a written notice prohibiting a capital markets operator from certain securities transactions, soliciting business from specified persons, or carrying on business in a specified manner.

19A. (1) The Commission may, by notice in writing, prohibit a capital markets operator from doing any of the following: (a) entering into a securities transaction of a class or description specified in the notice or entering into the transaction otherwise than in circumstances so specified or to an extent so specified; (b) soliciting business from persons of a specified class or description or from persons other than persons of such a class or description; or (c) carrying on business in a specified manner. (2) A prohibition notified in accordance with this section may relate to a transaction entered into for, or in connection with, the purposes of the business in respect of which the capital markets operator is licensed.

Section 19AVerify source

§ 19BSection 19BAmendment

The Commission may act against a capital markets operator if it ignores directives, blocks inspection, or shows unsafe, insolvent, or under-capitalised conditions.

19B. (1) The Commission shall take supervisory action against a capital markets operator where — (a) the capital markets operator fails or refuses, without reasonable excuse, to comply with an order or directive of the Commission under this Act; (b) the capital markets operator obstructs, or refuses, without reasonable excuse, to permit an inspection or review in accordance with this Act; or (c) an inspection, review or investigation of the capital markets operator shows that the capital markets operator — (i) conducts its business in breach of a written law; (ii) engages in conduct that is unsafe or unsound; (iii) is unable, or likely to become unable, to continue its operations in the ordinary course of its business for any reason; Securities (Amendment) [No. 21 of 2022 515 (iv) is insolvent; or (v) has a capital adequacy that is less than the prescribed minimum. (2) Supervisory action that the Commission may take includes — (a) taking possession of a capital market operator; (b) appointing a manager to run the affairs of the capital markets operator; (c) suspending the licence of the capital markets operator for a specified period not exceeding six months; or (d) revoking or cancelling the licence of the capital markets operator. (3) Where the Commission appoints a manager under subsection (2)(b), the costs of managing the possession shall be borne by the capital markets operator. (4) The Commission may, where the Commission takes possession of a capital markets operator or appoints a manager to run the affairs of a capital markets operator in accordance with subsection 2(a) and (b), take any of the following actions: (a) freeze or restrict the use of assets, including bank accounts; (b) place a member of staff of a capital markets operator on leave while the possession is in effect; (c) close the capital markets operator; (d) run the affairs of the capital markets operator; (e) transfer all or part of the business of the capital markets operator to another capital markets operator; (f) dispose of some or all of the assets of the capital markets operator; (g) sell the capital markets operator as a going concern; (h) restructure or reorganise the capital markets operator; or (i) take any other action that the Commission considers necessary for the protection of investor interests or to enable the Commission to carry out its functions under this Act. 516 No. 21 of 2022] Securities (Amendment) Commission’s power over assets of capital markets operator (5) The Commission or a manager appointed to run the affairs of a capital markets operator shall, within ninety days of taking possession of a capital markets operator, prepare a statement of affairs showing the financial position of the capital markets operator. (6) Where the Commission decides to close a capital markets operator in accordance with subsection (3)(c), the closure shall take effect by revoking or cancelling a licence issued under this Act and the Commission shall recommend to an appropriate authority to place the capital markets operator under liquidation. (7) The qualifications and duties of a manager appointed under this section shall be as specified in guidelines issued by the Commission.

Section 19BVerify source

§ 19C(1) The Commission may, as regards an asset of aAmendment

The Commission may control a capital markets operator’s assets by written notice, require notice registration, and require the operator to keep specified assets in the Republic.

19C. (1) The Commission may, as regards an asset of a capital markets operator, whether in the Republic or elsewhere, by notice, in writing — (a) prohibit the capital markets operator from disposing of the asset or dealing with the asset in a manner specified in the notice; (b) require the capital markets operator to deal with the asset in a manner specified in the notice; or (c) prohibit the capital markets operator from pledging the assets as security or collateral for borrowings. (2) The Commission shall, in addition to serving a notice on a capital markets operator, register the notice under subsection (1) with the relevant assets registry. (3) The Commission may, by notice in writing, require a capital markets operator to maintain, in the Republic, assets of a value that the Commission considers necessary to ensure that the capital markets operator is able to meet that capital markets operator’s liabilities in respect of the capital markets operator’s business regulated under this Act. (4) The Commission may, in writing, issue a directive to a capital markets operator for the purposes of any requirement in this section that assets of a specified class or description shall, or shall not, be taken into account. Securities (Amendment) [No. 21 of 2022 517 Supervisory powers of Commission on anti-money laundering and countering financing of terrorism or proliferation Under- capitalised capital markets operator

Section 19CVerify source

§ 19DThe Commission shall exercise supervisory powersOffence

The Commission has supervisory powers over a capital markets operator to prevent and combat money laundering, terrorism financing, proliferation, proliferation financing, and other serious offences.

19D. The Commission shall exercise supervisory powers over a capital markets operator to prevent and combat money laundering and counter the financing of terrorism, proliferation, proliferation financing or any other serious offence.

Section 19DVerify source

§ 19ESection 19EAmendment

If a capital markets operator is or may be under-capitalised, the Commission can order a capital restoration plan, require capital increases, and restrict bonuses for directors and senior management.

19E. (1) The Commission shall, where a capital markets operator is or is likely to be under-capitalised, in addition to the actions specified under section 19B, take the following actions against the capital markets operator: (a) order the capital markets operator to submit to the Commission, a capital restoration plan within thirty days of the order; (b) require the capital markets operator to increase the capital to prescribed levels, within ninety days of the submission of a capital restoration plan; and (c) prohibit the capital markets operator from awarding a bonus or an increment to the emoluments and other benefits of a director and senior management of the capital markets operator. (2) The Commission may, in addition to the actions under subsection (1), appoint a suitably qualified and competent person to advise and assist the capital markets operator in designing and implementing a capital restoration plan at the cost of the capital markets operator. (3) A person appointed under subsection (2) shall report to the Commission on the progress being made on the design and implementation of the capital restoration plan, at intervals as the Commission may determine. (4) The Commission shall, where the Commission takes action in accordance with subsection (1) or (2), and the capital markets operator fails, refuses or neglects to comply with a directive of the Commission — (a) impose restrictions on increasing the size of the assets or liabilities of the capital markets operator as the Commission may determine; 518 No. 21 of 2022] Securities (Amendment) (b) require the capital markets operator to remove from office any senior management responsible for the non- compliance; or (c) order the capital markets operator to take any appropriate action to correct the capital deficiency of the capital markets operator. (5) In this section, a capital markets operator shall be considered to be under-capitalised if the capital markets operator does not fully comply with any prescribed capital adequacy requirements.

Section 19EVerify source

§ 19F(1) The Commission shall, where a capital marketsAmendment

If a capital markets operator is significantly under-capitalised, the Commission must take one of several corrective actions, including directing the board to fix the problem, restricting, varying, suspending, or cancelling the licence.

19F. (1) The Commission shall, where a capital markets operator is significantly under-capitalised and in addition to the actions specified under sections 19B and 19E, take any of the following actions against the capital markets operator: (a) direct the board of the capital markets operator to correct the significant under-capitalisation within ninety days of the issue of the directive, and restore capital adequacy within one hundred and eighty days of the issue of the directive or a shorter period as the Commission may specify in the directive; (b) restrict the licence of the capital markets operator; (c) vary the conditions of the licence of the capital markets operator; (d) suspend the licence of the capital markets operator; or (e) cancel the licence of the capital markets operator. (2) For the purposes of this section the Commission shall determine what constitutes significant under-capitalisation in accordance with a risk based approach or other methodology adopted by the Commission. (3) The Commission shall, in writing, prepare and submit a state of affairs for the Minister on the supervisory action taken against a capital markets operator in accordance with this section. 19G The corrective actions carried out by the Commission under sections 19E and 19F shall take precedence over any discretionary corrective actions available to the Commission as specified in this Act. Significantly under- capitalised capital markets operator Supervisory actions totake precedence Securities (Amendment) [No. 21 of 2022 519

Section 19FVerify source

§ 19HDespite section 56 of the Corporate Insolvency Act,Provision

The Commission may recommend that an investor ask the court to wind up a capital markets operator’s business if the Commission thinks this is needed to protect the investor’s interests.

19H. Despite section 56 of the Corporate Insolvency Act, 2017, the Commission may, where the Commission considers it necessary to protect the interest of an investor, recommend to the investor to present a petition to court to wind-up a capital markets operator’s business under the Corporate Insolvency Act, 2017, on the ground that it is just and equitable that the capital markets operator is wound-up. Recommendation to wind-up capital markets operator Act No. 9 of 2017 Act No. 9 of 2017

Section 19HVerify source

§ 19I(1) A capital markets operator that is aggrieved with aProvision

A capital markets operator may appeal a Commission decision to the Tribunal within 30 days; the appeal does not by itself stay the decision, but the Tribunal may order a stay on sufficient grounds.

19I. (1) A capital markets operator that is aggrieved with a decision of the Commission under this Part may, within thirty days of the decision, appeal to the Tribunal. (2) The decision of the Commission shall not be stayed by reason only of an appeal having been lodged with the Tribunal. Appeals against decisions under this Part (3) Despite subsection (2), the Tribunal may, on sufficient grounds shown, stay the Commission’s decision.

Section 19IVerify source

§ 19J(1) This part shall not apply to a person whoseProvision

This part does not apply to a person whose securities are registered with the Commission.

19J. (1) This part shall not apply to a person whose securities are registered with the Commission Exemption of Part (2) Despite subsection (1), section 19D shall apply to a person whose securities are registered with the Commission.

Section 19JVerify source

§ 6Section 22 of the principal Act is amended by the insertionAmendment

A securities exchange licence holder’s appointment of a director or senior manager after the licence is granted does not take effect unless the Commission approves it in writing.

6. Section 22 of the principal Act is amended by the insertion of the following new subsection immediately after subsection(2): Amendment of section 22 (3) Where a holder of a securities exchange licence appoints a director or senior management after the grant of a securities exchange licence, that appointment shall not take effect until the appointment of that director or senior management is approved by the Commission, in writing.

Section 6Verify source

§ 7Section 23 of the principal Act is amended by the insertionAmendment

A licence holder’s appointment of a director or senior manager after the licence is granted does not take effect until the Commission approves it in writing.

7. Section 23 of the principal Act is amended by the insertion of the following new subsection immediately after subsection (2): (3) Where a holder of a clearing and settlement agency licence appoints a director or senior management after the grant of a clearing and settlement agency licence, that appointment shall not take effect until the appointment of that director or senior management is approved by the Commission, in writing. Amendment of section 23

Section 7Verify source

§ 8Section 37 of the principal Act is amended by the insertionAmendment

The Commission cannot grant a licence unless it has approved the applicant’s directors and senior management in writing, and it must also approve later appointments in writing.

8. Section 37 of the principal Act is amended by the insertion of the following new subsections immediately after subsection(2): Amendment of section 37 520 No. 21 of 2022] Securities (Amendment) Insertion of sections 46A and 46B Appointment of auditor by licensed person Act No. 13 of 2008 Duty of auditor to report licensed person Act No. 13 of 2008 (3) The Commission shall not grant a licence under this Part unless the Commission has approved the appointment of directors and senior management of the applicant, in writing. (4) Despite subsection (3), the Commission shall approve, in writing, the appointment of a director or senior management that is made subsequent to the grant of a licence.

Section 8Verify source

§ 9The principal Act is amended by the insertion of theAmendment

This provision says the principal Act is amended by adding new sections after section 46.

9. The principal Act is amended by the insertion of the following new sections immediately after section 46:

Section 9Verify source

§ 46ASection 46AProvision

A licensed person must appoint a ZICA-member auditor, and the auditor must audit the annual financial statements; the auditor may not provide auditing services unless the Commission’s minimum criteria are met.

46A. (1) Despite the Accountants Act, 2008, a licensed person shall appoint an auditor who is a member of the Zambia Institute of Chartered Accountants, and the auditor shall not provide auditing services to the licensed person unless the auditor meets the minimum criteria specified by the Commission. (2) An auditor shall audit the annual financial statements of a licensed person in accordance with the prescribed standards specified in the Accountants Act, 2008 and as provided under this Act. (3) This section shall not apply to a person licensed as a representative under section 34.

Section 46AVerify source

§ 46BSection 46BAmendment

Auditors must report to the Commission when a licensed person fails to submit audited results on time and in the prescribed form; the section does not apply to representatives licensed under section 34.

46B. (1) Despite the Accountants Act, 2008, an auditor shall provide a report to the Commission, on a licensed person’s failure to provide audited results in a prescribed manner and form within four months of the end of a financial year, stating the reasons for the delay. (2) A licensed person who fails to provide audited results or an auditor who fails to report a delay by a licensed person in submitting audited results, after due investigation by the Commission, commits an offence and is liable, on conviction, to a penalty not exceeding one hundred thousand penalty units and to a further penalty of ten thousand penalty units for each day that the offence continues. (3) This section shall not apply to a person licensed as a representative under section 34. Amendment of section 49

Section 46BVerify source

§ 10Section 49 of the principal Act is amended by theAmendment

The Commission may not grant a credit rating agency licence unless it has first approved the agency’s directors and senior management in writing.

10. Section 49 of the principal Act is amended by the insertion of the following new subsections immediately after subsection (2): (3) The Commission shall not grant a credit rating agency licence to a credit rating agency unless the Commission has approved the appointment of directors and senior management of the credit rating agency, in writing. Securities (Amendment) [No. 21 of 2022 521 (4) Despite subsection (3), the Commission shall approve, in writing, the appointment of a director or senior management that is made subsequent to the grant of a credit rating agency licence.

Section 10Verify source

§ 11Section 79(1) of the principal Act is amended by theSubstitution

This provision amends section 79(1) of the principal Act by replacing “intends to transact” with “deals”.

11. Section 79(1) of the principal Act is amended by the deletion of the words “intends to transact” and the substitution therefor of the word “deals”. Amendment of section 79

Section 11Verify source

§ 12Section 81 of the principal Act is amended by theSubstitution

An issuer must inform the public about matters affecting registered securities, publish notice in approved media, and send reports to the Commission and the relevant securities exchange.

12. Section 81 of the principal Act is amended by the deletion of subsection (1) and the substitution therefor of the following: Amendment of section 81 (1) An issuer shall, once securities are registered, keep the public informed of all matters which affect the value of the securities immediately on their becoming known to the issuer, by placing an advertisement in a newspaper of general circulation in the Republic or in other media approved by the Commission, and shall submit reports to the Commission and to the securities exchange on which those securities are quoted or listed.

Section 12Verify source

§ 13Section 84 of the principal Act is amended by theSubstitution

The Commission may prescribe codes of ethics and corporate governance for capital markets operators.

13. Section 84 of the principal Act is amended by the deletion of subsection (1) and the substitution therefor of the following: Amendment of section 84 (1) The Commission may prescribe codes of ethics and corporate governance for capital markets operators.

Section 13Verify source

§ 14Section 128(1) of the principal Act is amended by theAmendment

A new paragraph is inserted requiring a key facts statement for each collective investment scheme, summarising the scheme’s key features.

14. Section 128(1) of the principal Act is amended by the insertion of the following new paragraph immediately after paragraph (v): Amendment of section 128 (w) the formulation of a key facts statement relating to each collective investment scheme summarising the key features of the scheme.

Section 14Verify source

§ 15The principal Act is amended by the insertion of theAmendment

The principal Act is amended by inserting a new section immediately after section 130.

15. The principal Act is amended by the insertion of the following new section immediately after section 130:

Section 15Verify source

§ 130AThis Part shall not apply to a pension fundProvision

This Part does not apply to a pension fund established under any written law.

130A. This Part shall not apply to a pension fund established under any written law.

Section 130AVerify source

§ 16Section 148 of the principal Act is amended by theSubstitution

An auditor must report to the Commission in writing when a listed company or a company with securities registered with the Commission fails to produce audited results within four months after the end of the financial year.

16. Section 148 of the principal Act is amended by the deletion of subsections (3) and (4) and the substitution therefor of the following: (3) Despite the Accountant’s Act, 2008, an auditor shall, in writing, provide a report to the Commission, on the failure by a listed company or a company whose securities are registered with the Commission to produce audited results within four months of the end of a financial year, stating the reasons for the delay. Insertion of new section 130A Non-application of the Part Amendment of section 148 Act No. 13 of 2008 522 No. 21 of 2022] Securities (Amendment) Amendment of section 194 Insertion of section 194A Orders of Tribunal (4) A listed company or a company whose securities are registered with the Commission who fails to provide audited results, or an auditor who fails to report a delay in submitting audited results, after due investigation by the Commission, commits an offence and is liable to the penalty provided in section 159.

Section 16Verify source

§ 17Section 194 of the principal Act is amended by theAmendment

This provision amends section 194 of the principal Act by deleting the word “licensed” from subsection (1).

17. Section 194 of the principal Act is amended by the deletion of the words “licensed” in subsection (1).

Section 17Verify source

§ 18The principal Act is amended by the insertion of theAmendment

The principal Act is amended by inserting a new section immediately after section 194.

18. The principal Act is amended by the insertion of the following new section immediately after section 194:

Section 18Verify source

§ 194A(1) The Tribunal may, where on the application ofRepeal

The Tribunal may make enforcement orders if the Commission applies and a contravention is apparent, and it must be satisfied the order will not unfairly harm a person.

194A. (1) The Tribunal may, where on the application of the Commission it appears to the Tribunal that a person has contravened this Act or any conditions of the licence, make one or more of the following orders: (a) an order restraining a person from acquiring, disposing of, or otherwise dealing with any securities or assets specified in the order; (b) in relation to a capital markets operator, an order appointing a person to administer the property of the capital markets operator; (c) an order declaring a contract relating to securities to be void or voidable; (d) an order directing a person to do or refrain from doing a specified act for the purpose of securing compliance with any other order under this section; or (e) any ancillary order that the Tribunal considers necessary under this section. (2) The Tribunal shall, before making an order under this section, satisfy itself that the order would not unfairly operate to the detriment of a person. (3) The Tribunal may, before making an order under subsection (1), direct that notice of the application referred to in subsection (1) be given to persons as the Tribunal considers necessary or direct that notice of the application be published in a manner as the Tribunal considers necessary, or both. Securities (Amendment) [No. 21 of 2022 523 Repeal and replacement of Section 195 Appeal to Court of Appeal (4) The Tribunal may reverse, vary, or discharge an order made under this section or suspend the operation of the order.

Section 194AVerify source

§ 19The principal Act is amended by the repeal of sectionRepeal

This section replaces section 195 and sets out when a party may appeal a Tribunal decision to the Court of Appeal.

19. The principal Act is amended by the repeal of section 195 and the substitution therefor of the following: 195 (1) A party to the proceedings before the Tribunal may, if dissatified with an order or a decision of the Tribunal, appeal to the Court of Appeal against that order or decision. (2) A party that intends to appeal against an order or decision of the Tribunal in accordance with subsection (1) shall — (a) apply to the Tribunal for leave to appeal if the leave to appeal against the order or decision is not granted in the order or decision; or (b) apply to a judge of the Court of Appeal for leave to appeal if the Tribunal refuses to grant the leave under paragraph (a).

Section 19Verify source

§ 20The principal Act is amended by the insertion of theAmendment

This section says the principal Act is amended by inserting a new section after section 195.

20. The principal Act is amended by the insertion of the following new section immediately after section 195:

Section 20Verify source

§ 195AAn action or other proceeding shall not lie or beProvision

Tribunal members and staff have immunity from actions or proceedings for acts or omissions done in good faith while carrying out powers, functions, or duties under the Act.

195A. An action or other proceeding shall not lie or be instituted against a member of the Tribunal or a member of staff of the Tribunal for, or in respect of, an act or thing done or omitted to be done in good faith in the exercise or performance of any of the powers, functions or duties conferred under this Act. Insertion of section 195A Immunity of members and staff of Tribunal

Section 195AVerify source

§ 21Section 208 of the principal Act is amended by theAmendment

An association established under this section must apply to the Commission to be recognised as a self-regulatory organisation, using the prescribed form and manner.

21. Section 208 of the principal Act is amended by the insertion of the following new subsection immediately after subsection (2): Amendment of section 208 (3) An association established under this section shall apply to the Commission to be recognised as a self-regulatory organisation in the prescribed manner and form.

Section 21Verify source

§ 22Section 209(8) of the principal Act is amended by theSubstitution

This provision amends section 209(8) by replacing “subsection (6)” with “subsection (7)”.

22. Section 209(8) of the principal Act is amended by the deletion of the words “subsection (6)” and the substitution therefor of the words “subsection (7)”. Amendment of section 209

Section 22Verify source

§ 23The principal Act is amended by the insertion of theAmendment

The principal Act is amended by inserting new sections 218A and 218B after section 218.

23. The principal Act is amended by the insertion of the following new sections immediately after section 218: Insertion of sections 218A and 218B 524 No. 21 of 2022] Securities (Amendment) General offences General penalty Amendment of First Schedule Immunity

Section 23Verify source

§ 218AA person commits an offence if that person, withoutOffence

A person commits an offence if they, without reasonable excuse, fail or neglect to comply with specified provisions, directives, orders, conditions, requirements, determinations, requests, regulations, or rules.

218A. A person commits an offence if that person, without reasonable excuse, neglects or fails to comply with, a provision of — (a) this Act or a directive, order, condition, requirement, determination or request made under this Act; or (b) any regulations or rules made pursuant to this Act or any directive, order, condition, requirement, determination or request made under those regulations or rules.

Section 218AVerify source

§ 218BA person who contravenes a provision of this ActOffence

A person who breaks a provision of the Act that has no specific penalty can be punished, on conviction, by a fine, imprisonment, or both.

218B. A person who contravenes a provision of this Act for which a specific penalty is not provided is liable, on conviction, to a fine not exceeding five hundred thousand penalty units or to imprisonment for a term not exceeding five years, or to both.

Section 218BVerify source

§ 24The First Schedule to the principal Act is amended bySubstitution

This section amends the First Schedule to the principal Act by deleting paragraph 7 and replacing it with new text.

24. The First Schedule to the principal Act is amended by the deletion of paragraph 7 and the substitution therefor of the following:

Section 24Verify source

§ 7An action or other proceeding shall not lie or beAmendment

No action or proceeding may be brought against certain Board, committee, or Commission staff members for acts or omissions done in good faith while exercising powers, functions, or duties under the Act.

7. An action or other proceeding shall not lie or be instituted against a member of the Board or committee of the Board, or a member of staff of the Commission for, or in respect of, an act or thing done or omitted to be done in good faith in the exercise or performance of any of the powers, functions or duties conferred under this Act. General amendment

Section 7Verify source

§ 25(1) The principal Act is amended by the deletion of theSubstitution

This section changes the principal Act by replacing references to “venture capital fund(s)” with “private fund(s)”, except for section 2 of the Act.

25. (1) The principal Act is amended by the deletion of the words “venture capital fund” and “venture capital funds,” wherever the words appear and the substitution therefor of the words “private fund” and “private funds”, respectively. (2) Despite subsection (1), this section shall not apply to section 2 of the Act.

Section 25Verify source

Legislative relationships

11 referenced instruments

Names are derived from the stored provision headings and citation-enrichment layer. Treat this as a research index and verify each relationship against the source text.

A–F

5 instruments

Appeal. 19. The principal Act
Section 19
Commission it appears to the Tribunal that a person has contravened this Act
Section 194A
Commission under this Act
Section 19B
Corporate Insolvency Act
Section 19H
First Schedule to the principal Act
Section 24

N–S

3 instruments

of sections 11 This section amends the principal Act
Section 4
Part Amendment of section 148 Act
Section 16
principal Act
Sections 5, 11, 15, 17, 18, 23

T–Z

3 instruments

This provision says the principal Act
Section 9
This section changes the principal Act
Section 25
This section says the principal Act
Section 20

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