CONTENTS
PART 1: INTRODUCTION.
1. Title.
2. Legislative Authority.
3. Application of these Regulations.
4. Commencement
5. Interpretation.
6. Meaning of «in the AIFC.
PART 2: THE FRAMEWORK OF REGULATION.
CHAPTER 1-The AFSA.
7. Main functions, powers and objectives of the AFSA.
8. AFSA power to make Rules.
9. AFSA power to modify or waive Rules.
10. AFSA decision making procedure.
11. Appeals against decisions of the AFSA, and the AFSA's statutory immunity.
CHAPTER 2 - Centre Participants.
12. Definition of Centre Participant
13. Definition of Authorised Firm.
14. Definition of Authorised Market Institution.
15. Definition of Authorised Person.
16. Definition of Ancillary Service Provider
CHAPTER 3 - Activities performed by Centre Participants.
17. Definition of Regulated Activity.
18. Definition of Market Activity.
19. Definition of Ancillary Service.
CHAPTER 4 - Controlled and Designated Functions.
20. Definition of Controlled Function.
21. Definition of Approved Individual
22. Definition of Designated Function.
23. Definition of Designated Individual
CHAPTER 5 - Prohibitions.
24. The General Prohibition.
25. Prohibition relating to Controlled Functions.
26. Prohibition relating to Designated Functions.
27. Prohibition relating to Financial Promotions.
28. Enforceability of Agreements.
29. False claims to be a Centre Participant
PART 3: LICENSING OF CENTRE PARTICIPANTS.
CHAPTER 1 - Licensing of Authorised Firms.
30. Application for a Licence to carry on Regulated Activities.
31. Form and content of application for a Licence.
32. Financial technology.
33. Exemption.
34. Criteria for the grant of a Licence to carry on Regulated Activities.
35. Grant or rejection of application.
CHAPTER 2 - Licensing of Authorised Market Institutions.
36. Application for a Licence to carry on Market Activities.
37. Criteria for the grant of a Licence to carry on Market Activities.
38. Grant or rejection of application.
39. Exemption for Authorised Market Institutions.
CHAPTER 3 - Licensing of Ancillary Service Providers.
40. Application for a License to carry on Ancillary Services.
41. Criteria for the grant of a Licence to carry on Ancillary Services.
PART 4: CONTROLLED AND DESIGNATED FUNCTIONS.
CHAPTER 1 - Controlled Functions.
42. Applications for Controlled Function approval
43. Criteria for approval
44. Grant or rejection of application.
45. Residency requirement for Authorised Individual
CHAPTER 2 - Designated Functions.
46. Criteria for appointment of Designated Individual
47. Review of appointments by the AFSA.
PART 5: CONTROL OF AUTHORISED PERSONS.
48. Requirement for AFSA approval to change in control
49. Rules governing controllers.
50. Powers of the AFSA in respect of Controllers.
PART 6: CAPITAL MARKETS.
CHAPTER 1 - Authorised Market Institutions.
51. Requirement to have Business Rules.
52. Approval and consultation on Business Rules.
53. Legal effect of Business Rules.
54. Enforcement of Business Rules.
55. Persons eligible for Membership.
56. AFSA power to require report from an Authorised Market Institution.
57. AFSA power to impose requirements on an Authorised Market Institution.
58. AFSA power to give directions to an Authorised Market Institution.
59. Liability of Authorised Market Institutions and their Employees.
CHAPTER 2 - Offer of Securities.
60. Prohibition - Offer of Securities.
61. Definition of an Offer of Securities.
CHAPTER 3 - Admission to trading.
62. Prohibition - Admission to trading.
63. Exemptions.
CHAPTER 4 - Listing.
64. Maintaining an Official List
65. Listing Rules Requirements.
66. Admission of Securities or Units in a Listed Fund to an Official List
67. AFSA objection to admission of Securities or Units in a Listed Fund to an Official List
68. Suspending and delisting Securities or Units in a Listed Fund from an Official List
CHAPTER 5 - Prospectus Requirement.
69. Prospectus content
70. AFSA power to prescribe Prospectus content
71. AFSA power to authorise omission of information.
72. AFSA power to publish or require publication of information.
73. Obligation to issue a Supplementary Prospectus.
74. Right to withdraw.
CHAPTER 6 - Misleading and deceptive statements or omissions.
75. Prohibition against misleading and deceptive statements or omissions.
76. Defence of reasonable inquiries and reasonable belief
77. Defence of reasonable reliance on information given by another Person.
78. Statements about future matters.
79. Civil compensation.
80. Stop orders.
CHAPTER 7 - Obligations of Reporting Entities.
81. Definition of Reporting Entity.
82. Governance.
83. Market disclosure.
84. Financial reports.
85. Sponsors and compliance advisers.
CHAPTER 8 - Prevention of Market Abuse.
86. Market Abuse.
87. Rules relating to Market Abuse.
CHAPTER 9 - Takeovers.
88. Takeover Rules.
CHAPTER 10 - Recognition.
89. Recognition of Non-AIFC Market Institutions.
90. Exemption for Recognised Non-AIFC Market Institutions from General Prohibition.
91. Recognised Non-AIFC Member
PART 7: COLLECTIVE INVESTMENT SCHEMES.
92. Definition of Collective Investment Scheme.
93. Registration of Collective Investment Schemes.
94. Power to make directions in respect of Collective Investment Schemes.
PART 8: SUPERVISION OF AUTHORISED PERSONS.
CHAPTER 1 - Supervisory powers of the AFSA.
95. Exercise of supervisory powers by the AFSA.
96. Power to gather information.
97. Power to require the production of a report
98. Power to restrict, withdraw or suspend a Licence.
99. Power to impose a prohibition.
100. Power to impose a requirement
101. Power to enter into enforceable agreement
CHAPTER 2 - Obligations of Authorised Persons.
102. Obligation of disclosure to the AFSA.
103. Obligation to comply with an order or requirement of the AFSA.
104. Provision of information to the AFSA.
105. Obstruction of the AFSA.
106. No liability for provision of information or documents to the AFSA.
107. Self-incrimination.
108. Privilege.
CHAPTER 3 - Accounting / Auditing.
109. Requirement to appoint an Auditor
110. Auditor rules.
CHAPTER 4 - Financial Service Transfers.
111. Relevant Transfer
112. Application to the AIFC Court
113. Powers of the Court in relation to a transfer scheme.
PART 9: ENFORCEMENT.
CHAPTER 1 - Power to conduct investigations.
114. Power of the AFSA to conduct an investigation.
115. Costs of an Investigation.
116. Powers to Obtain Information and Documents for Investigation.
117. Use and effect of information and documents obtained for an Investigation.
CHAPTER 2 - Disciplinary sanctions.
118. Sanctions for contraventions.
119. General contravention provision.
120. Involvement in contraventions.
121. Contraventions by Bodies Corporate.
CHAPTER 3 - Other enforcement powers.
122. Appointment of Managers.
123. Compulsory Winding up.
CHAPTER 4 - Injunctions, Restitution and Actions for Damages.
124. Injunction - contraventions.
125. Injunction - investigations and proceedings.
126. Injunction - market abuse.
127. Restitution Order - contraventions.
128. Restitution Order - market abuse.
129. Action for damages.
130. Power of the AFSA to intervene in proceedings.
PART 10: CONFIDENTIALITY.
131. Confidential information.
132. General prohibition on disclosure.
PART 11:CO-OPERATION AND EXCHANGE OF INFORMATION.
133. Regulatory co-operation.
SCHEDULE 1: Decision-making procedures of the AFSA.
1. Interpretation.
2. Application of Schedule.
3. Decisions to which procedures do not apply.
4. Opportunity to make representations before a decision.
5. Decision Notice.
6. Opportunity to make representations after a decision.
SCHEDULE 2: Appeal to the AIFC Court.
1. Time frame for instituting an appeal
2. Power of AIFC Court to dismiss appeal for want of prosecution.
3. Power of AIFC Court to set aside or confirm decision.
4. Appeal of decision to publish a statement to be held in private.
PART 1: INTRODUCTION
1. Title
These Regulations may be cited as the Framework Regulations.
2. Legislative Authority
These Regulations are enacted by the Governor in exercise of the powers conferred on the AIFC Bodies, including the Governor by the Constitutional Statute, and specifically by Article 4(3) of the Constitutional Statute.
3. Application of these Regulations
These Regulations apply in the AIFC.
4. Commencement
These Regulations will commence on 1 January 2018.
5. Interpretation
Words and expressions used in these Regulations and interpretative provisions applying to these Regulations are set out in the Glossary.
6. Meaning of «in the AIFC
(1) A Person will be deemed to be carrying on activities in the AIFC for the purposes of these Regulations if:
(a) that Person is a Centre Participant and the day-to-day management of those activities (even if those activities are undertaken in whole or in part from outside the AIFC) is the responsibility of the Centre Participant in its capacity as such; or
(b) that Person’s head office is outside the AIFC but the activity is carried on from a branch maintained by it in the AIFC; or
(c) the activities are conducted in circumstances that are deemed to amount to activities carried on in the AIFC under Rules made by the AFSA.
(2) The AFSA may issue Rules and guidance as to the circumstances in which activities capable of having an effect in the AIFC are or are not to be regarded as conducted in the AIFC.
PART 2: THE FRAMEWORK OF REGULATION
CHAPTER 1-The AFSA
7. Main functions, powers and objectives of the AFSA
(1) The AFSA has such functions and powers as are conferred, or expressed to be conferred, on it:
(a) by or under the Constitutional Statute of the Republic of Kazakhstan «On the Astana International Financial Centre» («the Constitutional Statute»); and
(b) by or under any other law made by the Governor or the Management Council.
(2) The AFSA has power to do whatever it deems necessary for or in connection with, or reasonably incidental to, performing its functions and exercising its powers conferred in accordance with (1).
(3) In performing its functions and exercising its powers, the AFSA will pursue the following objectives («the Regulatory Objectives»):
(a) the regulation, control and supervision of financial activities in the AIFC by Centre Participants with a view to the maintenance of the safety and soundness of the financial system within the AIFC;
(b) ensuring that financial markets in the AIFC are fair, efficient, transparent and orderly;
(c) creating fair, transparent and non-discriminatory conditions for Centre Participants;
(d) fostering and maintaining confidence in the AIFC’s financial system and regulatory regime;
(e) fostering and maintaining the financial stability of the AIFC’s financial services industry and capital markets, including the reduction of systemic risks;
(f) preventing, detecting and restraining actions that may cause damage to the reputation of the AIFC or to the financial activities carried out in the AIFC by taking appropriate measures, including by imposing sanctions;
(g) protecting interests of investors and users of financial services;
(h) implementing in the AIFC a regulatory regime that complies with international standards in the sphere of regulation of financial services;
(і) fostering the development of financial technologies in the AIFC; and
(j) pursuing such other objectives as may be specified by AIFC’s Regulations from time to time.
(4) The AFSA may prepare and make available forms for any purpose under these Regulations or Rules made hereunder and may give instructions for their completion.
8. AFSA power to make Rules
(1) Any provision in these Regulations to the effect that the AFSA may make Rules on a particular issue is without prejudice to the general rulemaking power of the AFSA and other Centre Bodies under Article 4(3) of the Constitutional Statute.
(2) The Rules, in such cases or classes of cases as may be prescribed by them, may extend, exclude, waive and/or modify the application of provisions of these Regulations, the Rules or any other legislation administered by the AFSA, with the exception of Part 9 (Enforcement) of these Regulations, if the Board of Directors of the AFSA considers it necessary or desirable order to facilitate the pursuit of AFSA’s Regulatory Objectives.
9. AFSA power to modify, waive or grant relief
(1) The AFSA may, on the application of a Person or on its own initiative and by written notice, direct that:
(a) 1 or more relevant provisions:
(і) apply to the Person with the modifications mentioned in the notice; or
(ii) do not apply in relation to the Person.
(b) the AFSA does not intend to take regulatory action over a particular state of affairs or particular conduct.
(2) The AFSA must not make a direction under (1)(a) unless it is satisfied that:
(a) compliance by the Person with the relevant provisions, or with the relevant provisions as unmodified, would be unduly burdensome or would not achieve the purpose for which the relevant provisions were made, and
(b) the direction would not adversely affect the advancement of any of the AFSA’s Regulatory Objectives.
(2-1) The AFSA shall make public by way of guidance the criteria applicable to the making of directions under (1)(b) after the date of publication of the guidance.
(3) A direction under (1) may be given subject to conditions.
(4) The AFSA, on the application of the Person or on its own initiative, may:
(a) revoke a direction; or
(b) vary it.
(5) In this section:
«Relevant provisions» means any provision (a) of these Regulations, the Rules or any other legislation administered by the AFSA, and (b) of any other Regulations and Rules which (і) relate to the functions of the AFSA and (ii) are declared by Rules adopted by the Board of Directors of the AFSA to be a provision to which this section applies.
(6) Unless the AFSA is satisfied that it is inappropriate or unnecessary to do so, it must publish a notice under subsection (1) in a way the AFSA considers appropriate for bringing the notice to the attention of:
(a) person(s) likely to be affected by it; and
(b) others who may be likely to become subject to a similar notice.
(7) The application for a direction, revocation of a direction or its variation must be accompanied by the filing fee prescribed in the Rules by the AFSA from time to time.
10. AFSA decision making procedure
(1) Where a provision in these Regulations or Rules made thereunder requires the AFSA to make a decision, the AFSA will follow the decision making procedures set out in Schedule 1.
(2) Should it consider it necessary or desirable to do so, the AFSA may establish a mechanism whereby a decision made in accordance with (1) may be reviewed by officers of the AFSA who were not involved in making such decision or an objective independent third party competent to carry out such function.
11. Appeals against decisions of the AFSA, and the AFSA's statutory immunity
(1) A Person aggrieved by a decision of the AFSA may appeal to the AIFC Court against the decision.
(2) The grounds of an appeal under this section are that:
(a) the decision was ultra vires or there was some other error of law;
(b) the decision was unreasonable;
(c) the decision was made in bad faith;
(d) there was a lack of proportionality; or
(e) there was a material error as to the procedure.
(3) The procedure to be adopted by parties to an appeal and by the AIFC Court on such an appeal is set out in Schedule 2.
(4) Neither the AFSA nor any Person who is, or is acting as, a director, officer or member of staff of the AFSA shall be held liable for anything done or omitted to be done in the performance or purported performance of its functions, or in the exercise or purported exercise of its powers, under these Regulations or any other AIFC Regulations or Rules, unless the act or omission is shown to have been done in bad faith.
CHAPTER 2 - Centre Participants
12. Definition of Centre Participant
A Centre Participant is defined under Article 1(5) of the Constitutional Statute.
13. Definition of Authorised Firm
An Authorised Firm is a Centre Participant which has been licensed by the AFSA to carry on one or more Regulated Activities.
14. Definition of Authorised Market Institution
An Authorised Market Institution is a Centre Participant which has been licensed by the AFSA to carry on one or more Market Activities.
15. Definition of Authorised Person
An Authorised Person is either an Authorised Firm or an Authorised Market Institution.
16. Definition of Ancillary Service Provider
An Ancillary Service Provider is a Centre Participant which has been licensed by the AFSA to carry on one or more Ancillary Services.
CHAPTER 3 - Activities performed by Centre Participants
17. Definition of Regulated Activity
The AFSA may make Rules prescribing which kinds of Regulated Activities, with such modifications or limitations as may be specified, may be carried on by an Authorised Firm.
18. Definition of Market Activity
(1) The activities specified in Schedule 4 of AIFC General Rules constitute Market Activities for the purposes of these Regulations and Rules made thereunder.
(2) The AFSA may make Rules adding to, removing activities from, or otherwise modifying the lists of Market Activities prescribed under section 18(1).
19. Definition of Ancillary Service
The AFSA may make Rules prescribing which kinds of Ancillary Services, with such modifications or limitations as may be specified, may be carried on by an Ancillary Service Provider.
CHAPTER 4 - Controlled and Designated Functions
20. Definition of Controlled Function
(1) The AFSA may make Rules prescribing functions («Controlled Functions») of an Authorised Person that may only be carried out by individuals who have been approved by the AFSA to carry out those functions.
(2) Controlled Functions prescribed under section 20(1) may include the functions of senior officers or employees with material responsibility for both or either:
(a) managing an Authorised Person; or
(b) the carrying on by an Authorised Person of its Regulated or Market Activities.
21. Definition of Approved Individual
An Approved Individual is an individual who is approved by the AFSA to carry out a Controlled Function.
22. Definition of Designated Function
The AFSA may make Rules prescribing functions («Designated Functions») of an Authorised Person that may only be carried out by individuals who have been appointed by the Authorised Person as a Designated Individual in relation to that function
23. Definition of Designated Individual
A Designated Individual is an individual who is appointed by an Authorised Person to carry out a Designated Function.
CHAPTER 5 - Prohibitions
24. The General Prohibition
A Centre Participant must not carry on a Regulated Activity, Market Activity or Ancillary Service unless it is licensed to do so by the AFSA.
25. Prohibition relating to Controlled Functions
(1) A Person must not carry out a Controlled Function for an Authorised Person unless he is approved by the AFSA as an Approved Individual to carry out that Controlled Function for the Authorised Person.
(2) An Authorised Person must take all reasonable steps to ensure that no Person performs a Controlled Function on its behalf:
(a) without being authorised by the AFSA as an Approved Individual in relation to the relevant Controlled Function; or
(b) contrary to a restriction imposed by the AFSA; or
(c) where Approved Individual status of that individual has been suspended or withdrawn.
26. Prohibition relating to Designated Functions
An Authorised Person must take all reasonable steps to ensure that no Person performs a Designated Function on its behalf
(a) without being appointed by the Authorised Person as a Designated Individual in relation to the relevant Designated Function; or
(b) contrary to a restriction imposed by the AFSA; or
(c) where Designated Individual status of that individual has been suspended or withdrawn.
27. Prohibition relating to Financial Promotions
(1) A «Financial Promotion» is any communication (made via any medium including brochures, telephone calls and presentations) the purpose or effect of which is:
(a) to promote or advertise (і) Investments or (ii) any Regulated Activity; or
(b) to invite or induce any Person (і) to enter into an agreement with any Person in relation to Investments or (ii) to engage in any Regulated Activity.
(2) A Centre Participant may not make a Financial Promotion except as provided by or under these Regulations.
(3) The AFSA may make Rules relating to:
(a) the circumstances in which a Centre Participant may make, or will be deemed to make, a Financial Promotion; and
(b) the form and content of such Financial Promotion.
28. Enforceability of Agreements
(1) Subject to section 28(5), a Centre Participant who makes an agreement whilst acting in breach of the General Prohibition, or who makes an agreement as a result of the making by himself or another Person of a Financial Promotion which is in breach of the Financial Promotions Prohibition, will not be entitled to enforce such agreement against any party (a «relevant party») to the agreement.
(2) Subject to any agreement that may otherwise be reached between the parties, a relevant party may apply to the AIFC Court to recover:
(a) any money paid or property transferred by him under the agreement;
(b) compensation reflecting any loss sustained by the relevant party as a direct result of such payment or transfer; and
(c) compensation for an amount becoming due that is dependent upon a contingency occurring under the relevant agreement, provided that such contingency has occurred prior to the relevant party being notified by the other party or by the AFSA that the agreement was entered into in breach of the General Prohibition or the Financial Promotions Prohibition.
(3) If the relevant party chooses not to perform the agreement or, under section 28(2), recovers money paid or property transferred by him under the agreement, he must in turn repay any money or property received under the agreement.
(4) The compensation recoverable under section 28(2)(b) is the amount agreed between the parties to the agreement or, following an application to the AIFC Court, the amount determined by the AIFC Court.
(5) If the AIFC Court is satisfied that the Centre Participant:
(a) who acted in breach of the General Prohibition reasonably believed that he was not in breach of the General Prohibition by entering into such agreement; or
(b) who made the Financial Promotion reasonably believed that he was not in breach of the Financial Promotions Prohibition; or
(c) who made an agreement as a result of the making by another Person of a Financial Promotion which was in breach of the Financial Promotions Prohibition, did not know that the relevant Financial Promotion was in breach of the Financial Promotions Prohibition.
and that it is fair and just in the circumstances to make such an order, it may make one or more of the following orders:
(d) an order that the agreement be enforced between the parties to such extent and under such terms and conditions as the AIFC Court sees fit; or
(e) an order that money paid or property transferred under the agreement be retained or dealt with in accordance with the agreement or in such manner as the AIFC Court deems fit.
(6) For the purposes of (5), it is not relevant that the relevant Centre Participant was unaware of the existence of either the General Prohibition or the Financial Promotion Prohibition.
(7) Where property transferred under the agreement has been transferred to a third party, a reference in this section to such property will be interpreted as a reference to the value of the property at the time of the transfer under the agreement.
(8) In this section, «agreement» means an agreement, the making or performance of which constitutes, purports to constitute or is part of, the carrying on of a Regulated Activity, Market Activity or Ancillary Service.
29. False claims to be a Centre Participant
(1) A Person who is not a Centre Participant must not represent that he is a Centre Participant.
(2) A Centre Participant who is not an Authorised Firm, an Authorised Market Institution or an Ancillary Service Provider must not represent that he is such a Person.
PART 3: LICENSING OF CENTRE PARTICIPANTS
CHAPTER 1 - Licensing of Authorised Firms
30. Application for a Licence to carry on Regulated Activities
(1) A Person may apply to the AFSA for a Licence authorising a Centre Participant to carry on one or more Regulated Activities.
(2) An Authorised Firm may apply to the AFSA to extend, vary or withdraw its Licence to carry on Regulated Activities.
(3) The applicant for a Licence, variation of a Licence or withdrawal of a Licence may withdraw its application by giving the AFSA notice at any time before the AFSA issues, varies or withdraws the Licence or rejects the application.
31. Form and content of application for a Licence
(1) An application for a Licence or variation or withdrawal of a Licence must be in such form and contain such information as may be prescribed by the AFSA from time to time.
(2) The AFSA may make Rules providing that certain Centre Participants or types of Centre Participant may not be granted a Licence to carry on particular Regulated Activities.
(3) The AFSA may make Rules providing for such requirements referred to in 31(1) to be varied in cases where an application is made by or on behalf of a Centre Participant which is, at the time of application, regulated in a jurisdiction other than the AIFC.
(4) The AFSA may waive all or any part of its generally adopted requirements as to form and contents either in individual cases or generally, provided it is satisfied in either case that:
(a) materially similar, up-to-date information is provided in other documentation already issued or completed by the applicant; or
(b) such information is not necessary in the light of any registration or authorisation of the applicant in another jurisdiction; or
(c) such information is not considered by the AFSA to be relevant in the context of any particular application.
(5) The AFSA may require the applicant to provide additional information reasonably required for the AFSA to be able to decide the application.
(6) If at any time between the filing of an application and the grant of a Licence or the grant of an extension to a Licence the applicant becomes aware of a material change reasonably likely to be relevant to the application under consideration, it must inform the AFSA in writing of such change without delay.
32. Financial technology
The AFSA may, on the application of a Person or its own initiative and by written notice, waive or modify the requirements of these Regulations or Rules made thereunder where it considers it necessary or desirable to do so in the field of financial technology.
33. Exemption
The AFSA may issue an order or make Rules:
(a) prescribing certain Centre Participants or categories of Centre Participant to be exempted from
(і) the General Prohibition in respect of Regulated Activities; or
(ii) the requirements referred to in section 34(1); and
(b) providing for any such exemptions to be:
(і) limited to certain Regulated Activities or specified circumstances; or
(ii) subject to certain conditions and restrictions.
34. Criteria for the grant of a Licence to carry on Regulated Activities
(1) The AFSA may only grant a Licence authorising a Centre Participant to carry on one or more Regulated Activities if it is satisfied that the Centre Participant:
(a) has adequate and appropriate resources, including financial resources;
(b) is fit and proper;
(c) is capable of being effectively supervised; and
(d) has adequate compliance arrangements, including policies and procedures, that will enable it to comply with all the applicable legal requirements.
(2) The AFSA may make Rules prescribing the matters to which the AFSA will have regard in making the above assessment.
35. Grant or rejection of application
(1) The AFSA may:
(a) grant an application for a Licence, variation or withdrawal of a Licence either without conditions, restrictions or requirements or with such conditions, restrictions or requirements as it considers appropriate; or
(b) reject the application.
(2) Where the AFSA grants an application for a Licence or variation or withdrawal of a Licence, the AFSA will notify the applicant of:
(a) such decision;
(b) the date on which the Licence or extension will be deemed to take effect;
(c) the Regulated Activity or Regulated Activities that the applicant is authorised to carry on; and
(d) any conditions and restrictions applicable to the Licence or the newly extended Licence.
(3) Where the AFSA rejects an application for Authorisation or variation or withdrawal of an Authorisation, the AFSA will inform the applicant in writing of such refusal and, where requested by the applicant, the reasons for such refusal, and of the applicant’s right to appeal that decision to the AIFC Court.
CHAPTER 2 - Licensing of Authorised Market Institutions
36. Application for a Licence to carry on Market Activities
(1) A Person may apply to the AFSA for a Licence authorising a Centre Participant to carry on one or more Market Activities.
(2) An Authorised Market Institution may apply to the AFSA to extend, vary or withdraw its Licence to carry on Market Activities.
(3) The applicant for a Licence, variation of a Licence or withdrawal of a Licence may withdraw its application by giving the AFSA notice at any time before the AFSA issues, varies or withdraws the Licence or rejects the application.
(4) An application under this section must be made in such manner as the AFSA may require.
37. Criteria for the grant of a Licence to carry on Market Activities
(1) The AFSA may only grant a Licence authorising a Centre Participant to carry on one or more Market Activities if it is satisfied that the Centre Participant:
(a) has adequate and appropriate resources, including financial resources and technology resources;
(b) is fit and proper;
(c) is capable of being effectively supervised; and
(d) has adequate compliance arrangements, including policies and procedures, that will enable it to comply with all the applicable legal requirements, including the Rules.
(2) The AFSA may make Rules prescribing the matters to which the AFSA will have regard in making the above assessment.
38. Grant or rejection of application
(1) The AFSA may:
(a) grant an application under section 36, either without conditions, restrictions or requirements or with such conditions, restrictions or requirements as it considers appropriate; or
(b) reject the application.
(2) Where the AFSA grants an application under section 36, the AFSA will notify the applicant of:
(a) such decision;
(b) the date on which the Licence will be deemed to take effect;
(c) the Market Activity or Market Activities that the applicant is authorised to carry on; and
(d) any conditions and restrictions applicable to the Licence.
(3) Where the AFSA rejects an application under section 36, the AFSA will inform the applicant in writing of such refusal and, where requested by the applicant, the reasons for such refusal, and of the applicant’s right to appeal that decision to the AIFC Court.
(4) The AFSA may vary the terms of a Licence granted by it under this section, either on the application of the Authorised Market Institution or upon its own initiative.
39. Exemption for Authorised Market Institutions
(1) An Authorised Investment Exchange is exempt from the General Prohibition in respect of any Regulated Activity:
(a) which is carried on as a part of the Authorised Investment Exchange's business as an investment exchange; or
(b) which is carried on for the purposes of, or in connection with, the provision by the Authorised Investment Exchange of services designed to facilitate the provision of clearing services by another Person.
(2) An Authorised Clearing House is exempt from the General Prohibition in respect of any Regulated Activity:
(a) which is carried on for the purposes of, or in connection with, the provision of clearing services by the Authorised Clearing House; or
(b) which is carried on for the purposes of, or in connection with, the provision by the Authorised Clearing House of services designed to facilitate the provision of clearing services by another Person.
(3) An Authorised Private E-currency Trading Facility is exempt from the General Prohibition in respect of any Regulated Activity:
(a) which is carried on as a part of the Authorised Private E-currency Trading Facility's business as a private E-currency trading facility; or
(b) which is carried on for the purposes of, or in connection with, the provision by the Authorised Private E-currency Trading Facility of services designed to facilitate the provision of clearing services by another Person.
(4) Subject to AMI 7.2, an Authorised Crowdfunding Platform is exempt from the General Prohibition in respect of any Regulated Activity which is carried on as a part of the Authorised Crowdfunding Platform's business as a private crowdfunding platform.
CHAPTER 3 - Licensing of Ancillary Service Providers
40. Application for a License to carry on Ancillary Services
(1) A Person may apply to the AFSA for a License permitting a Centre Participant to carry on one or more Ancillary Services.
(2) An Ancillary Service Provider may apply to the AFSA to extend, vary or withdraw its Licence to carry on Ancillary Services.
(3) An application under this section must be made in such manner as the AFSA may by Rules require.
41. Criteria for the grant of a Licence to carry on Ancillary Services
(1) The AFSA may only grant a Licence permitting a Centre Participant to carry on one or more Ancillary Services if it is satisfied that the Centre Participant is fit and proper.
(2) The AFSA may prescribe by Rules:
(a) the Centre Participants or class of Centre Participants who may be permitted to carry on Ancillary Services;
