Chapter 370 – Investment Services Act

INVESTMENT SERVICES

CHAPTER 370

INVESTMENT SERVICES ACT To regulate the carrying on of investment business and to make provision for matters ancillary thereto or connected therewith.

19th September, 1994;

23rd September, 1994;

30th December, 1994;

8th July, 1995 ACT XIV of 1994 as amended by Acts: XXIV, XXV of 1995; Legal Notices 191 of 1998 and 46 of 1999; Acts XVII of 2002, IV of 2003, XIII of 2004, XII of 2006; Legal Notice 318 of 2006; Act XX of 2007; Legal Notice 425 of 2007; Acts XVII of 2009, XIX of 2010, X of 2011; Legal Notice 251 of 2013; Act XX of 2013; Legal Notice 147 of 2014; Acts XXII of 2014, XXI of 2015, XIX of 2016 and XXXI of 2017, XLIV of 2018, V of 2020, Act XLVI, LXXI of 2021 and LXXII of 2021 , XXV of 2023 , XXXII of 2024 and XI and XXIX of 2025.

PRELIMINARY

Art. 1

The short title of this Act is the Investment Services Act.

Art. 2

1224/2009 and repealing Council Regulation (EC) No. 104/2000, as amended from time to time; "AIFM Directive" means Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No 1060/2009 and (EU) No 1095/ 2010, as amended from time to time, and includes any implementing measures that have been or may be issued thereunder; "ancillary services" means any of the services listed within the Third Schedule; "ancillary services undertaking" means an undertaking, the principal activity of which consists of owning or managing property, managing data processing services, or a similar activity which is ancillary to the principal activity of one or more investment firms; "Alternative Investment Fund or AIF" means a collective investment scheme, including subfunds thereof, which raises capital from a number of investors, with a view to investing it in accordance with a defined investment policy for the benefit of those investors, and which does not qualify as a UCITS Scheme in terms of the UCITS Directive;

Short title.

Interpretation.

Amended by:

XVII. 2002.136;

XX. 2007.61;

XVII. 2009.3;

X. 2011.23;

L.N. 251 of 2013;

XX. 2013.35;

XXII. 2014.2;

XXI. 2015.11;

XXXI. 2017.44;

XLIV.2018.5;

LXXII.2021.5;

XXV.2023.39;

XXIX.2025.15.

INVESTMENT SERVICES "binding legal instrument" means any directly applicable measures, including, but not limited to, any implementing technical standards, any regulatory technical standards or any similar measures, issued under European Union legislation; "Alternative Investment Fund Manager or AIFM" means a legal person whose regular business is the management of one or more AIFs; "certificates" means those securities which are negotiable on the capital market and which in case of a repayment of investment by the issuer are ranked above shares but below unsecured bond instruments and other similar instruments; "client" means any natural or legal person to whom an investment services licence holder provides investment or ancillary services; "close links" means a situation in which two or more natural or legal persons are linked by: (i) participation in the form of ownership, direct or by way of control, of 20% or more of the voting rights or capital of an undertaking; (ii) "control" which means the relationship between a parent undertaking and a subsidiary, in all the cases referred to in Article 22(1) and (2) of Directive 2013/34/EU, or a similar relationship between any natural or legal person and an undertaking, any subsidiary undertaking of a subsidiary undertaking also being considered to be a subsidiary of the parent undertaking which is at the head of those undertakings; (iii) a permanent link of both or all of them to the same person by a control relationship; "the BRRD" means Directive 2014/59/EU of the European Parliament and of the Council of 15 May 2014 establishing a framework for the recovery and resolution of credit institutions and investment firms and amending Council Directive 82/891/EEC, and Directives 2001/24/EC, 2002/47/EC, 2004/25/EC, 2005/56/EC, 2007/36/EC, 2011/35/EU, 2012/30/EU and 2013/36/EU, and Regulations (EU) No. 1093/2010 and (EU) No. 648/2012, of the European Parliament and of the Council, as amended from time to time, and includes any implementing measures, implementing technical standards, regulatory technical standards, guidelines and similar measures that have been or may be issued thereunder; "collective investment scheme" means any scheme or arrangement which has as its object or as one of its objects the collective investment of capital acquired by means of an offer of units for subscription, sale o r exchange and which h as t he following characteristics: (a) the scheme or arrangement operates according to the principle of risk spreading; and either (b) the contributions of the participants and the profits or

INVESTMENT SERVICES income out of which payments are to be made to them are pooled; or (c) at the request of the holders, units are or are to be repurchased or redeemed out of the assets of the scheme or arrangement, continuously or in blocks at short intervals; or (d) units are, or have been, or will be issued continuously or in blocks at short intervals:

Provided that an alternative investment fund that is not promoted to retail investors and that does not have the characteristic listed in paragraph (a) hereof shall only be deemed to be a collective investment scheme if the scheme, in specific circumstances as established by regulations under this Act, is exempt from such requirement and satisfies any conditions that may be prescribed; "collective investment scheme licence" means a licence for the issue or creation of units or the carrying on of an activity by a collective investment scheme issued under article 6; "commodity derivatives" shall have the same meaning as that given to the term by Article 2 of the MiFIR; "competent authority" means the Malta Financial Services Authority established by the Malta Financial Services Authority Act; "compliance with the group capital test" means compliance by a parent undertaking in an investment firm group with the requirements of Article 8 of the IFR; "Conduct of Business Rules" refers to Rules issued by the competent authority under various articles of this Act; consolidated basis" means the same as the meaning assigned to it in point (48) of Article 4(1) of the CRR; "consolidating supervisor" means the same as the meaning assigned to it in point (41) of Article 4(1) of the CRR; "the CRD" means Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/ 87/EC and repealing Directives 2006/48/EC and 2006/49/EC, as amended from time to time, and includes any implementing measures that have been or may be issued thereunder; "credit institution" means a credit institution as defined in point (1) of Article 4(1) of the CRR; "the CRR," means Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012, as amended from time to time, and includes any implementing measures that have been or may be issued thereunder;

INVESTMENT SERVICES "data reporting services provider" shall have the same meaning as that assigned to it in point (36a) of Article 2(1) of MiFIR; "depositary receipts" means those securities which are negotiable on the capital market and which represent ownership of the securities of a non-domiciled issuer while being able to be admitted to trading on a regulated market and traded independently of the securities of the nondomiciled issuer; "derivatives" means those securities giving the right to acquire or sell any transferable security or giving rise to a cash settlement determined by reference to transferable securities, currencies, interest rates or yields, commodities or other indices or measures; and referred to in paragraphs 4 to 10 of the Second Schedule; "Directive 2002/87/EC" means Directive 2002/87/EC of the European Parliament and of the Council of 16 December 2002 on the supplementary supervision of credit institutions, insurance undertakings and investment firms in a financial conglomerate and amending Council Directives 73/239/EEC, 79/267/EEC, 92/49/EEC, 92/96/EEC, 93/6/EEC and 93/22/EEC, and Directives 98/78/EC "Directive 2013/34/EU" means Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013 on the annual financial statements, consolidated financial statements and related reports of certain types of undertakings, as may be amended from time to time; "distributed ledger technology" shall have the same meaning as that assigned to it in point (1) of Article 2 of the DLT Pilot Regime Regulation; "DLT Pilot Regime Regulation" means Regulation (EU) 2022/858 of the European Parliament and of the Council of 30 May 2022 on a pilot regime for market infrastructures based on distributed ledger technology, and amending Regulations (EU) No 600/2014 and (EU) No 909/2014 and Directive 2014/65/EU, as amended from time to time, and includes any implementing measures that have been or may be issued thereunder; "document" or "documentation" includes information recorded in any form and, in relation to information recorded otherwise than in legible form, references to its production include references to producing a copy of the information in legible form; "EBA" means the European Banking Authority established by Regulation (EU) No. 1093/2010; "EEA State" means a State which is a contracting party to the agreement on the European Economic Area signed at Oporto on the 2nd May, 1992 as amended by the Protocol signed at Brussels on the 17th March, 1993 and as amended by any subsequent acts;

"ESMA" means the European Securities and Markets Authority established by Regulation (EU) No 1095/2010 of the European Parliament and of the Council of 24 November 2010;

INVESTMENT SERVICES "ESRB" means the European Systemic Risk Board established by Regulation (EU) No 1092/2010 of the European Parliament and of the Council of 24 November 2010 on European Union macroprudential oversight of the financial system and establishing a European Systemic Risk Board; "EU parent financial holding company" means the same as the meaning assigned to it in point (31) of Article 4(1) of the CRR; "EU parent institution" means the same as the meaning assigned to it in point (29) of Article 4(1) of the CRR; "EU parent investment firm" shall have the same meaning as that assigned to "Union parent investment firm" in point (56) of Article 4(1) of the IFR "EU parent investment holding company" shall have the same meaning as that assigned to "Union parent investment holding company" in point (57) of Article 4(1) of the IFR; "EU parent mixed financial holding company" means the same as the meaning assigned to it in point (33) of Article 4(1) of the CRR; "European investment firm" means an investment firm as defined in Article 4(1) of the MIFID and as authorized by its European regulatory authority within the meaning of Article 5 of the Directive or authorized by a European regulatory authority in an EEA State; "European management company" has the same meaning assigned to it in regulations made under this Act; "European regulatory authority" means the body or bodies designated by a Member State or EEA State other than Malta in accordance with Article 44 of the AIFM Directive, Article 67 of the MIFID, Article 97 of the UCITS Directive and Article 4 of the CRD to carry out each of the duties provided for under the different provisions of the said Directives; "exempted person" means a person who for any reason is exempted from any or all of the provisions of article 3; "financial holding company" means the same as the meaning assigned to it in point (20) of Article 4(1) of the CRR; "financial institution" means a financial institution as defined in point (14) of Article 4(1) of the IFR; "group supervisor" means the supervisory authority of a Member State or an EEA State, competent and responsible for the supervision of compliance with the group capital test of EU parent investment firms and investment firms controlled by EU parent investment holding companies or EU parent mixed financial holding companies:

INVESTMENT SERVICES Provided that, for the purposes of this definition, "EU parent mixed financial holding companies" shall have the same meaning as that assigned to "Union parent mixed financial holding company" in point (58) of Article 4(1) of the IFR; "home Member State or EEA State" means: (a) where the European investment firm is a natural person, the Member State or EEA State in which the head office of that person is situated; or (b) where the European investment firm is a legal person, the Member State or EEA State in which its registered office is situated; or (c) where the European investment firm has, under its national law no registered office, the Member State or EEA State in which its head office is situated; "host Member State or EEA State" means the Member State or EEA State, other than the home Member State or EEA State, in which an investment services licence holder has a branch or provides investment services and, or activities; "the IFD" means Directive (EU) 2019/2034 of the European Parliament and of the Council of 27 November 2019 on the prudential supervision of investment firms and amending Directives 2002/87/EC, 2009/65/EC, 2011/61/EU, 2013/36/EU, 2014/59/EU and 2014/65/EU, as amended from time to time, and includes any binding legal instruments, guidelines and other measures that have been or may be issued thereunder; "the IFR" means Regulation (EU) 2019/2033 of the European Parliament and of the Council of 27 November 2019 on the prudential requirements of investment firms and amending Regulations (EU) No.

1093/2010, (EU) No. 575/2013, (EU) No. 600/2014 and (EU) No. 806/ 2014, as amended from time to time, and includes any binding legal instruments, guidelines and other measures that have been or may be issued thereunder; "instrument" means any instrument, contract or right falling within the Second Schedule and whether or otherwise issued in Malta, including such instruments issued by means of distributed ledger technology; " investment advertisement" means any form or medium of marketing activity or communication disseminated to the public by means of all types of media, other than a prospectus, which promotes the purchase or procurement of an investment service or instrument; "investment agreement" means any agreement the making or performance of which by either party constitutes an investment service; "investment firm" means an investment firm as defined in Article 4(1) of the MiFID;

INVESTMENT SERVICES "investment firm group" means an investment firm group as defined in point (25) of Article 4(1) of the IFR; "investment holding company" means an investment holding company as defined in point (23) of Article 4(1) of the IFR; "investment service" means any service and activity falling within the First Schedule when provided in relation to an instrument:

Provided that the service of Management of Investments in terms of the First Schedule shall also include the collective portfolio management of assets of a collective investment scheme when provided in relation to an asset that is not an instrument within the meaning of the Second Schedule; "investment services licence" means a licence to provide an investment service under article 6; "Investment Services Rules" refers to Rules issued by the competent authority under various articles of this Act; "licence" means a collective investment scheme licence or an investment services licence; "licence holder" means a person who holds a licence; " M a l t a ’s i n t e r n a t i o n a l c o m m i t m e n t s " m e a n s M a l t a ’s commitments, responsibilities and obligations arising out of m e m b e r s h i p o f , o r a ff i l i a t i o n t o , o r r e l a t i o n s h i p w i t h , a n y international, global or regional organisations or grouping of countries or out of any treaty, convention or other international agreement, however called, whether bilateral, multilateral, to which Malta is a party; "management body" means the body or bodies of a licence holder, including of an investment firm, a market operator or a data reporting services provider, which are appointed in accordance with national law and are empowered to set the strategy, objectives and overall d i r e c t i o n o f t h e l i c e n c e h o l d e r, a n d o v e r s e e a n d m o n i t o r management decision making, and includes the persons who effectively direct the business of the licence holder; "market operator" means a person or persons who manages and, or operates the business of a regulated market and may be the regulated market itself; " M e m b e r St a t e " m e a n s a M e m b e r St a t e o f t h e E u r o p e a n Communities; " MIFID" means Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU, as amended from time to time, and includes any implementing measures that have been or may be issued thereunder; "MiFIR" means Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No. 648/2012, as may be amended from time to time, and includes any implementing measures, implementing technical standards, regulatory technical standards, INVESTMENT SERVICES guidelines and similar measures that have been or may be issued

thereunder; "Minister" means the Minister responsible for the regulation of Financial Services; "mixed-activity holding company" means a parent undertaking other than a financial holding company, an investment holding company, a credit institution, an investment firm, or a mixed financial holding company within the meaning of Directive 2002/87/EC, the subsidiaries of which include at least one investment firm;

S.L. 330.06. "mixed financial holding company" means the same as the meaning assigned to it in regulation 2 of the Financial Conglomerates Regulations; "multilateral system" means a multilateral system as defined in point (11) of Article 2(1) of MiFIR; "multilateral trading facility" or "MTF" means a multilateral system, operated by an investment services licence holder or a market operator, which brings together multiple third-party buying and selling interests in instruments - in the system and in accordance with nondiscretionary rules - in a way that results in a contract in accordance with Title II of MIFID; "organised trading facility" or "OTF" means a multilateral system which is not a regulated market or an MTF and in which multiple third-party buying and selling interests in bonds, structured finance products, emission allowances or derivatives are able to interact in the system in a way that results in a contract in accordance with Title II of MIFID. "overseas regulatory authority" means an authority in a country or territory outside Malta that is not a Member State or EEA State which exercises any regulatory or supervisory function in relation to financial services corresponding to a function of the competent authority as defined in the Malta Financial Services Authority Act; "parent financial holding company" means the same as the meaning assigned to the term "parent financial holding company in a Member State" in point (30) of Article 4(1) of the CRR; "parent institution" means the same as the meaning assigned to the term "parent institution in a Member State" in point (28) of Article 4(1) of the CRR; "parent mixed financial holding company" means the same as the meaning assigned to the term "parent mixed financial holding company in a Member State" in point (32) of Article 4(1) of the CRR; "parent undertaking" means a parent undertaking within the meaning of Article 2(9) and 22 of Directive 2013/34/EU; "participants" means the persons who participate in or receive, or are to participate in or receive, profits or income arising from the INVESTMENT SERVICES acquisition, holding, management or disposal of the property comprised in a collective investment scheme or sums paid out of such profits or income; "prescribed" means prescribed by regulations made under this Act; "prospectus" has the meaning assigned to it in article 2 of the Companies Act, and the word "shares" therein shall be read as including a reference to the word "unit"; "qualifying shareholding" means a direct or indirect holding in a

company which represents ten per centum or more of the share capital or of the voting rights referred to in Articles 9 and 10 of Directive 2004/109/EC of the European Parliament and of the Council of the 15 December 2004 on the harmonization of transparency requirements in relation to information about issuers whose securities are admitted to trading and amending Directive 2001/34/EC taking into account the conditions regarding the aggregation thereof laid in that Directive, or which makes it possible to exercise a significant influence over the management of the company in which that holding subsists, and "qualifying shareholder" shall be construed accordingly:

Provided that in determining whether the criteria for a qualifying shareholding are fulfilled, the competent authority shall not take into account voting rights or shares which investment services licence holders, European Investment Firms or credit institutions may hold as a result of providing the service of un de rw rit in g o r pl aci n g of fi n anc ial in stru me nt s on a firm commitment basis in terms of point 6 of Section A to Annex 1 to the MIFID, provided that those rights are, on the one hand, not exercised or otherwise used to intervene in the management of the issuer and, on the other, disposed of within one year of acquisition; "regulated market" has the meaning assigned to it under the Financial Markets Act; "Regulation (EU) No. 1092/2010" means Regulation (EU) No.

1092/2010 of the European Parliament and of the Council of 24 November 2010 on European Union macro-prudential oversight of the financial system and establishing a European Systemic Risk Board, as amended from time to time, and includes any implementing measures that have been or may be issued thereunder; "Regulation (EU) No. 1093/2010" means Regulation (EU) No.

1093/2010 of the European Parliament and of the Council of 24 November 2010 establishing a European Supervisory Authority (European Banking Authority), amending Decision No. 716/2009/EC and repealing Commission Decision 2009/78/EC, as amended from time to time, and includes any implementing measures that have been or may be issued thereunder; "Regulation (EU) No. 1094/2010" means Regulation (EU) No.

1094/2010 of the European Parliament and of the Council of 24 INVESTMENT SERVICES November 2010 establishing a European Supervisory Authority (European Insurance and Occupational Pensions Authority), amending Decision No. 716/2009/EC and repealing Commission Decision 2009/ 79/EC, as amended from time to time, and includes any implementing measures that have been or may be issued thereunder; "Regulation (EU) No 1095/2010" refers to Regulation (EU) No 1095/2010 of the European Parliament and of the Council of 24 November 2010 establishing a European Supervisory Authority (European Securities and Markets Authority), amending Decision No 716/2009/EC and repealing Commission Decision 2009/77/EC; "Regulation (EU) No. 1227/2011" means Regulation (EU) No.

1227/2011 of the European Parliament and of the Council of 25 O c t o b e r 2 0 11 o n w h o l e s a l e e n e r g y m a r k e t i n t e g r i t y a n d transparency; "Regulation (EU) No. 648/2012" means Regulation (EU) No.

648/2012 of the European Parliament and of the Council of 4 July 2 0 12 o n O T C d e r iv a t iv e s , ce nt r a l co u nt e r p a r ti e s an d t r a de repositories, as may be amended from time to time, and includes any implementing measures, implementing technical standards, regulatory technical standards, guidelines and similar measures that have been or may be issued thereunder; "Regulation (EU) No. 1308/2013" means Regulation (EU) No.

1308/2013 of the European Parliament and of the Council of 17 December 2013 establishing a common organisation of the markets in agricultural products and repealing Council Regulations (EEC) No.

922/72, (EEC) No. 234/79, (EC) No. 1037/2001 and (EC) No. 1234/ 2007;

S.L. 330.09. "resolution entity" means the same as the meaning assigned to it in sub-regulation (1) of regulation 2 of the Recovery and Resolution Regulations;

S.L. 330.09. "resolution group" means the same as the meaning assigned to it in sub-regulation (1) of regulation 2 of the Recovery and Resolution Regulations; "Solvency II Directive" means Directive 2009/138/EC of the European Parliament and of the Council of 25 November 2009 on t h e tak in g- up a n d p ur s ui t of t he bu s in e s s o f In s ur a nc e an d Reinsurance, as amended from time to time, and includes any implementing measures that have been or may be issued thereunder; "structured finance products" means those securities created to securitise and transfer credit risk associated with a pool of financial assets entitling the security holder to receive regular payments that depend on the cash flow from the underlying assets; "sub-consolidated basis" means the same as the meaning assigned to it in point (49) of Article 4(1) of the CRR; "subsidiary" has the same meaning as that given to the term by article 2 of the Companies Act;

INVESTMENT SERVICES "systemic risk" means systemic risk as defined in point (10) of Article 3(1) of the CRD; "third country" means a country which is not a Member State or an EEA State; "trading venue" means a regulated market, an MTF or an OTF; "UCITS" means undertakings for collective investment in transferable securities in terms of the UCITS Directive as defined herein; "UCITS Directive" means Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS) (recast), as amended from time to time, and includes any implementing measures that have been or may be issued thereunder; "UCITS management company" means a management company as defined in point (b) of Article 2(1) of the UCITS Directive; "unit" means any representation of the rights and interests of participants in a collective investment scheme; "wholesale energy product" means wholesale energy products as defined in point (4) of Article 2 of Regulation (EU) No. 1227/2011; "working days" shall not include Saturdays and the days referred to in the National Holidays and Other Public Holidays Act. (1A) For the purposes of applying the requirements and supervisory powers laid down in this Act and any regulations and Investment Services Rules made or issued thereunder transposing the CRD, in any binding legal instruments issued under the CRD, or in the CRR, on a consolidated or sub-consolidated basis in accordance with this Act and any regulations and Investment Services Rules made or issued thereunder transposing the CRD, any binding legal instruments issued under the CRD, and in accordance with the CRR, the terms "institution", "parent institution", "EU parent institution" and "parent undertaking" shall also include: (a) financial holding companies and mixed financial holding companies that have been granted approval in accordance with article 10CA of this Act and, or Article 21a of the CRD; (b) designated institutions controlled by an EU parent financial holding company, an EU parent mixed financial holding company, a parent financial holding company in a Member State or a parent mixed financial holding company in a Member State where the relevant parent is exempted in accordance with article 10CA(5) of this Act and, or Article 21a(4) of the CRD (c) financial holding companies, mixed financial holding companies or institutions designated pursuant to article 16AA(1)(f) of this Act and, or Article 21a(6)(d)

INVESTMENT SERVICES of the CRD:

Provided that for the purposes of this sub-article: (i) the term "control" means the same as the meaning assigned to it in point (37) of Article 4(1) of the CRR, and the term "controlled" shall be construed accordingly (ii) the term "institution" means the same as the meaning assigned to it in point (3) of Article 4(1) of the CRR. (1B) Reference to the "approval" of financial holding companies or mixed financial holding companies in this Act and any regulations and, or Investment Services Rules issued thereunder, means an approval granted by the competent authority in terms of article 10CA of this Act or an approval granted through the joint decision of the competent authority and any European regulatory authority in terms of article 10CA of this Act and Article 21a of the CRD as the case may be. (1C) Reference to the "exemption" of financial holding companies or mixed financial holding companies in this Act and any regulations and, or Investment Services Rules issued thereunder, means an exemption granted by the competent authority in terms of article 10CA of this Act or an exemption granted through the joint decision of the competent authority and any European regulatory authority in terms of article 10CA of this Act and Article 21a of the CRD, as the case may be.

Competent authority.

Added by:

XVII. 2002.137.

Substituted by:

X. 2011.24.

Amended by:

XX. 2013.36;

XXII. 2014.3;

XXI. 2015.12;

XXXI. 2017.45;

LXXII.2021.6;

XXV.2023.40.

Art. 2A

2A. (1) The competent authority shall carry out its functions under this Act and, in particular, shall ensure compliance with the provisions of this Act.

LICENSING REQUIREMENTS Requirement of licence for investment services.

Amended by:

XVII. 2002.138;

XXXI. 2017.46.

INVESTMENT SERVICES

Art. 3

Requirement of licence for collective investment scheme.

Art. 4

APPLICATION, GRANT, REVOCATION, ETC., OF LICENCES Application for a licence.

Art. 5

An application for a licence shall be made in the form and manner required by the competent authority and shall furthermore (a) contain or be accompanied by such information and particulars, in addition to those required by this article, as the competent authority may require or as may be prescribed; (b) be verified in the manner and to the extent required by the competent authority, or as may be prescribed; (c) contain the address in Malta for service on the applicant of any notice or other document required or authorised to be served on him by or under this Act;

INVESTMENT SERVICES (d) in the case of an investment services licence, be accompanied by a programme of operations setting out such matters as may be required to be set out by the competent authority from time to time; (e) in the case of a collective investment scheme licence, specify the nature of the collective investment scheme concerned; and (f) be accompanied by such fee as may be prescribed in respect of the licence applied for.

Art. 6

Provided that the competent authority shall not (a) (i) grant an investment services licence unless it is satisfied that the applicant is a fit and proper person to provide the investment services concerned and that the applicant will comply with and observe regulations made under this Act as well as any Investment Services Rules and any Conduct of Business Rules issued by the competent authority made under this Act and which are applicable to him;

Power of competent authority to refuse or grant licence.

Amended by:

XVII. 2002.139;

IV. 2003.174;

XX. 2007.62;

XIX. 2010.52;

XX. 2013.36;

XXXI. 2017.47;

LXXII.2021.7. (ii) grant an investment services licence for the provision of any investment service other than acting as trustee or custodian in relation to a collective investment scheme: (a) if the applicant is a body corporate, unless it has both its head office and registered office in Malta; (b) if the applicant is a body corporate with no registered office under its national law, unless it has its head office in Malta; or (c) if the applicant is not a body corporate unless the applicant’s head office is in Malta; (iii) grant an investment services licence solely for the provision of an ancillary service; (b) grant a collective investment scheme licence unless it is satisfied that the scheme will comply in all respects with any Investment Services Rules and regulations made under this Act and applicable to it and that its directors, and officers, or in the case of a trust, its trustees, are fit and proper persons to carry out the functions required of them in connection with the scheme; (c) grant a licence to an applicant unless the relevant European regulatory authorities have been consulted in the instances referred to in article 17C; (d) grant a licence to an applicant if there are objective and demonstrable grounds for believing that the Added by:

XXXI. 2017.47.

INVESTMENT SERVICES management body of the applicant may pose a threat to its effective, sound and prudent management and to the adequate consideration of the interest of its clients and the integrity of the market; (e) grant a licence to an applicant unless it is satisfied that the members of the management body of the applicant are of sufficiently good repute, possess sufficient knowledge, skills and experience and commit sufficient time to perform their functions with the applicant;

Added by:

XXXI. 2017.47. (f)

Substituted by:

XXXI. 2017.47. (b) Every collective investment scheme licence shall specify the class of collective investment scheme to which the licence relates.

Provided that, the competent authority shall inform a UCITS management company which has submitted an application for authorisation of a UCITS or where applicable a self-managed UCITS, in writing, within two months of the submission of a complete application whether or not the collective investment scheme has been authorised. Where an investment company has not designated a management company, this proviso shall not apply and the first paragraph of this sub-article shall apply:

Provided further that the competent authority shall inform an AIFM in writing within three months of the submission of a complete application whether or not authorisation has been granted.

The competent authority may prolong this period for up to three additional months where it considers it necessary due to the specific circumstances of the case and after having notified the AIFM accordingly.

XXXI. 2017.47.

INVESTMENT SERVICES (ii) refuse to grant such a licence if it considers that the laws, regulations or administrative provisions of any country outside Malta governing one or more persons with whom the applicant has close links, or their enforcement, prevent the effective exercise of its supervisory functions. (b) The competent authority may from time to time, by means of Investment Service Rules under this Act define the circumstances in which "close links" are to be regarded as existing between any two or more persons.

Power of competent authority to cancel or suspend licences.

Amended by:

XVII. 2002.140;

XX. 2007.63;

XX. 2013.38;

XXXI. 2017.48;

LXXII.2021.8;

XI.2025.21.

Art. 7

Art. 8

Amended by:

XVII. 2002.141.

INVESTMENT SERVICES so, setting out the reasons for the decision it proposes to take.

Application of CRR to certain investment firms.

Added by:

LXXII.2021.3.

Amended by:

XXV.2023.41.

Art. 8A

The competent authority may decide to apply the requirements of the CRR pursuant to point (c) of the first subparagraph of Article 1(2) of the IFR to an investment firm to carry out any of the activities listed in points (3) and (6) of Section A of Annex I to MiFID, where the total value of the consolidated assets of such investment firm is equal to or exceeds five billion euro (€5,000,000,000), calculated as an average of the previous twelve (12) months, and one or more of the following criteria apply: (a) such investment firm carries out those activities on such a scale that the failure or the distress of the investment firm could lead to systemic risk; (b) the investment firm is a clearing member as defined in point (3) of Article 4(1) of the IFR, or (c) the competent authority considers it to be justified in light of the size, nature, scale and complexity of the activities of the investment firm concerned, taking into account the principle of proportionality and having regard to one or more of the following factors: (i) the importance of the investment firm for the economy of Malta or of the European Union; (ii) the significance of the investment firm’s crossborder activities; (iii) the interconnectedness of the investment firm with the financial system.

Provided that, any decision taken by the competent authority under sub-article (1) shall cease to apply where an investment firm no longer meets the threshold referred to in that sub-article, calculated over a period of twelve consecutive months.

OBLIGATIONS OF LICENCE HOLDERS AND OTHERS

Art. 9

Changes in information; payment of fees.

Amended by:

XVII. 2002.142;

LXXII.2021.10.

Art. 9A

9A. (1) Any person who in Malta or from Malta provides to licence holders in Malta, or to equivalent authorised persons and schemes overseas, administrative services which do not themselves constitute licensable activity under this Act, shall be required to apply for recognition by the competent authority under this article, and no person shall provide such services unless he is so recognised.

Persons providing administrative services.

Added by:

XVII. 2002.143.

Amended by:

XX. 2007.62;

XVII. 2009.4.

INVESTMENT SERVICES (iv) (v) (vi) the obligation to supply documentation and other information to the competent authority; measures to allow the competent authority to ensure compliance by recognised administrators with this Act and Investment Service Rules issued thereunder; arrangements for the exchange of information with other regulatory bodies both in Malta and overseas; (vii) providing for the mutual recognition of persons recognised as fit to provide such services outside Malta; (viii) to provide for the imposition of administrative penalties up to a maximum of forty-five thousand euro (€45,000) or for other administrative sanctions in case of any breach of the provisions of this article or of the applicable Investment Services Rules or of any of the conditions attached to a recognition certificate, where any; (ix) generally any other matter ancillary or connected with the above.

Participation in an investment services licence holder.

Amended by:

XVII. 2002.144.

Substituted by:

XVII. 2009.5.

Art. 10

Assessment procedure.

Added by:

XVII. 2009.6.

Amended by:

X. 2011.25;

XXII. 2014.4;

XXXI. 2017.49;

LXXII.2021.11.

Art. 10A

10A. (1) The competent authority shall, promptly and in any event within two working days following receipt of the notification required under article 10(1),as well as following the possible subsequent receipt of the information referred to in sub-article (4), acknowledge receipt thereof in writing to the proposed acquirer.

Co-operation with European regulatory authorities and overseas regulatory authorities in case of acquisitions.

Added by:

XVII. 2009.7.

Amended by:

XXII. 2014.5.

Art. 10B

10B. (1) The competent authority shall work in full consultation with the European regulatory authorities or overseas regulatory authorities when carrying out the assessment referred to in article 10A(2) if the proposed acquirer is one of the following: (a) a credit institution, insurance undertaking, reinsurance undertaking, investment firm or UCITS management company authorised in another Member State or EEA State or in a sector other than that in which the acquisition is proposed; (b) the parent undertaking of a credit institution, insurance undertaking, reinsurance undertaking, investment firm or UCITS management company authorised in another Member State or EEA State or in a sector other than that in which the acquisition is proposed; (c) a person controlling a credit institution, insurance undertaking, reinsurance undertaking, investment firm or UCITS management company authorised in another Member State or EEA State or in a sector other than that in which the acquisition is proposed.

Mergers, reconstructions, divisions and changes in share capital or voting rights.

Added by:

XVII. 2009.8.

Art. 10C

10C. (1) Notwithstanding anything contained in any other law, and without prejudice to article 10(1) and (2), the consent of the competent authority given in writing shall be required before an investment services licence holder may lawfully: (a) sell or dispose of its business or any significant part thereof; (b) merge with any other company, whether licensed under this Act or not; (c) undergo any reconstruction or division; or (d) increase or reduce its nominal or issued share capital or effect any material change in voting rights.

INVESTMENT SERVICES

10CA. (1) Parent financial holding companies, parent mixed financial holding companies, EU parent financial holding companies and EU parent mixed financial holding companies, which are established in Malta or in another Member State or EEA State and which have an investment firm as a subsidiary, shall seek the approval or exemption, as the case may be, of the competent authority acting, as the consolidating supervisor, in accordance with this article. Other financial holding companies or mixed financial holding companies, established in Malta or in another Member State or EEA State and which have an investment firm as a subsidiary, shall seek the approval or exemption, as the case may be, of the competent authority, acting as the consolidating supervisor, in accordance with this article where they are required to comply with the C R D or the C R R on a subconsolidated basis:

Approval of financial holding companies and mixed financial holding companies.

Added by:

LXXII.2021.12.

INVESTMENT SERVICES Provided that in accordance with article 10D where the competent authority is not the consolidating supervisor, financial holding companies and mixed financial holding companies established in Malta and which have an investment firm as a subsidiary, shall seek the approval or exemption, as the case may be, of the consolidating supervisor determined in accordance with Article 111 of the CRD.

INVESTMENT SERVICES (a) the internal arrangements and distribution of tasks within the group are adequate for the purpose of complying with the requirements imposed by this Act and any regulations made and Investment Services Rules issued thereunder transposing the CRD and by the CRR on a consolidated or sub-consolidated basis and, in particular, are effective to: (i) coordinate all the subsidiaries of the financial holding company or mixed financial holding company, as the case may be, including, where necessary, through an adequate distribution of tasks among subsidiary institutions; (ii) prevent or manage intra-group conflicts (iii) enforce the group-wide policies set by the parent financial holding company or parent mixed financial holding company throughout the group; (b) the structural organisation of the group of which the financial holding company or mixed financial holding company, as the case may be, is part does not obstruct or otherwise prevent the effective supervision of the subsidiary institutions or parent institutions as concerns the individual, the consolidated and, where appropriate the sub-consolidated obligations to which they are subject:

Provided that the assessment of this criterion shall take into account, in particular: (i) the position of the financial holding company or the mixed financial holding company, as the case may be, in a multi-layered group; (ii) the shareholding structure (iii) the role of the financial holding company or mixed financial holding company, as the case may be, within the group; (c) the requirements on the qualification of directors laid down in Investment Services Rules, are complied with.

Provided that where financial holding companies or mixed financial holding companies are exempted from approval in accordance with this sub-article, they shall not be excluded from the perimeter of consolidation as laid down in the provisions of this Act and any regulations made and Investment Services Rules issued thereunder transposing the CRD and in the CRR.

Provided that the joint decision shall be duly documented and reasoned and where the competent authority is the consolidating supervisor, it shall communicate the joint decision to the financial holding company or the mixed financial holding company, as the case may be.

Provided that the matter shall not be referred to the EBA after the end of the two-month period referred to in sub-article (11) or after a joint decision has been reached.

Where the agreement of the coordinator is required, the competent authority shall refer any disagreements to the relevant European Supervisory Authority, namely, to the EBA or the European Supervisory Authority (European Insurance and Occupational Pensions Authority) (EIOPA), established by Regulation (EU) No.

1094/2010, which shall take its decision within one month of receipt of the referral. Any decision taken in accordance with this paragraph shall be without prejudice to the obligations under Directive 2002/87/ EC or the Solvency II Directive.

Provided that a decision to grant or refuse approval shall, in any event, be taken within six months of receipt of the application.

INVESTMENT SERVICES

Art. 10D

An investment firm established in Malta which is part of a third-country group having as part of the same group one or more credit institution or one or more other investment firm in Malta or in another Member State or in an EEA State, shall have a single intermediate EU parent undertaking that is established in Malta or in another Member State or in an EEA State.

Intermediate European Union parent undertaking.

Added by:

LXXI.2021.16.

Provided that, where the third-country group referred to in sub-article (1) does not have a credit institution within the same group or where a second intermediate EU parent undertaking must be set up in connection with investment activities to comply with a mandatory requirement as referred to in sub-article (2), the intermediate EU parent undertaking or the second intermediate EU parent undertaking may be an investment firm which holds an investment services licence or an investment firm authorised in accordance with Article 5(1) of the MIFID, that is subject to the BRRD.

INVESTMENT SERVICES (a) it has an intermediate EU parent undertaking; (b) it is an intermediate EU parent undertaking; (c) it is the only investment firm in the European Union of the third-country group and the third-country group does not have any credit institutions in the European Union; or (d) it is part of a third-country group with a total value of assets in the European Union of less than forty billion euro (€40,000,000,000).

Art. 11

11.(1)(a) No collective investment scheme, whether licensed or not, shall issue or cause to be issued a prospectus in or from within Malta unless the prospectus has been approved by the Competent Authority. (b) No person, other than licence holders, may issue or cause to be issued an investment advertisement in or from within Malta unless its contents have been approved by a licence holder.

Prospectus and investment advertisements.

Substituted by:

XVII. 2002.145.

Amended by:

XX. 2007.62;

INVESTMENT SERVICES

REGULATORY AND INVESTIGATORY POWERS Minister’s power to make regulations.

Amended by:

XXV.1995.432;

XVII. 2002.146;

IV. 2003.175;

XIII. 2004.79;

XII. 2006.62;

XX. 2007.64;

L.N. 425 of 2007;

XIX. 2010.53;

X. 2011.26;

XX. 2013.39;

XXII. 2014.6;

XXI. 2015.13;

XXXI. 2017.51;

LXXII.2021.13;

XXXII.2024.42;

XI.2025.22.

Art. 12

arrangements and, the contributions and levies to be paid thereto, to set the minimum and maximum levels of compensation payable thereunder and may under such schemes and arrangements distinguish between different classes of investors and, exclude certain classes from compensation, and to make provision for the regulation of and for other aspect related to such schemes or arrangements and may moreover provide that such schemes or arrangements as may be prescribed shall have a legal personality distinct from that of the contributors thereto and of the competent authority and provide for the judicial and legal representation thereof; and such schemes shall be exempt from the payment of income tax as from the date of establishment of such schemes; (d) define the criteria for determining whether a holding is an indirect holding for the purposes of determining whether a qualifying shareholding exists; (e) regulate the promotion or sale by or on behalf of any person, and by any means, of an investment service or of a collective investment scheme or of any instrument, including the criteria and procedures for the granting or refusing of consent by the competent authority pursuant to the provisions of article 11 of this Act; (f) amend the provisions of article 18 on the circumstances in which auditors are obliged to communicate information to the competent authority, to prescribe regulations governing the disclosure by auditors of information pursuant to article 18 and to establish supervisory and disciplinary procedures for auditors in respect of their duties under the provisions of article 18; (g) regulate the drawing-up, approval, publication and distribution in Malta of prospectuses relating to the offer of transferable securities authorised or otherwise approved, in a country or countries outside Malta and to make provision for the recognition of such prospectuses taking into account Malta’s international INVESTMENT SERVICES commitments; (h) provide for and regulate the payment by any person, body or scheme, as the case may be, of licence or other fees and such other charges payable to the competent authority in respect of any matter provided for, by or under this Act or any regulations made under this article, including the fees and charges in respect of any permission, licence, authorisation, registration, exemption or other benefit, as well as any fees and charges in respect of the competent authority’s regulatory, supervisory or investigative functions under this Act and any regulations made or Rules issued thereunder, as may be prescribed.

(i) exempt any person, service, instrument, collective investment scheme, or advertisement from any one or more of the provisions of this Act subject to such variations, additions, adaptations and modifications as may be prescribed and subject to such conditions or other requirements, including other forms of authorisation and notification procedures, as may be prescribed; (j) (deleted by Act XXII. 2014.6.) (k) transpose, implement and give effect to the provisions and requirements of the AIFM Directive, the BRRD, the CRR, the CRD, the MiFID, the MiFIR, the UCITS Directive, the IFD, and the IFR; (l) establish financial resources requirements for licence holders and to transpose, implement and give effect to the provisions of the CRD and the CRR, as may be amended from time to time, including the provision of implementing technical standards as specified therein; regulate the supervision on a consolidated basis, provide for the consultation, co-ordination, co-operation and the sharing and exchange of information with European regulatory authorities and other third country regulatory authorities as may be necessary; provide for the exchange of information with the European Systemic Risk Board, central banks which are members of the European System of Central Banks, including the Central Bank of Malta, exchange of information with the European Banking Authority and the European Securities and Markets Authority, and exchange of information with other departments of government administrations in other Member States responsible for law on the supervision of institutions, financial institutions and insurance undertakings and with inspectors acting on behalf of those departments; provide for the establishment of colleges of supervisors; provide for the exercise of powers by the competent authority on investment services licence holders, credit institutions, financial holding companies, mixed financial holding companies and mixed activity holding companies, or their effective INVESTMENT SERVICES managers, as may be defined in the said regulations; provide for the establishment and imposition of administrative penalties on licence holders or others as specified therein or other measures for the contravention of any of the regulations, and to provide for appeals therefrom to the Financial Services Tribunal; provide for the obligations of the competent authority to report to the European Banking Authority, the European Commission and the European Insurance and Occupational Pensions Authority, the European Securities and Markets

Authority as may be specified in the said regulations; (m) provide for reporting and other requirements and conditions which a person operating a multilateral trading facility must satisfy, on a continuing and ongoing basis and to establish the circumstances and the manner in which requirements and conditions may be varied, suspended or revoked, and to transpose the requirements of the MIFID and the MiFIR thereon; (n) transpose, implement and give effect to the provisions and requirements of Directives, Regulations and any other legislative measures of the European Union requiring transposition and, or implementation, as they may be amended from time to time, including any implementing measures that have been or may be issued thereunder and relating to licence holders and others as may be specified therein; regulations made under this paragraph, and strictly related to transposition or implementation as aforesaid, may provide that any provision of this Act or of any other law shall not apply to matters falling under the regulations, and that in so far as any of the provisions of the regulations are inconsistent with the provisions of this Act or of any other law, such provisions in any such regulations shall prevail; (o) provide that any one or more of the bodies mentioned in Article 107(3) of the UCITS Directive may, in the interests of consumers, and in accordance with the applicable laws of Malta, take action before the courts or administrative bodies of Malta, to ensure that the provisions of this Act and the Investment Services Rules and regulations issued hereunder transposing the UCITS Directive are implemented;

INVESTMENT SERVICES (oa) establish and regulate limited partnerships not having legal personality, and which the deed of partnership thereof expressly limits their object either to the collective investment of their funds in securities and in other movable and immovable property, or in any of them, with the aim of giving the partners the benefit of the results of the management of their funds, and to matters ancillary or incidental thereto, and which qualifies as a collective investment scheme and is duly licensed, recognised, exempted or otherwise regulated in terms of this Act; and shall be distinct from limited partnerships as set out within the provisions of the Companies Act. Regulations made under this paragraph may provide that any provision of this Act or of any other law shall not apply to matters falling under the regulations, and that insofar as any of the provisions of the regulations are inconsistent with the provisions of this Act or of any other law, such provisions in any such regulations shall prevail; (p) prescribe anything that is to be or which may be prescribed; (q) provide for any matter incidental to or connected with any of the above. (2A) Regulations made under this article may also contain provision for enabling a person who has entered, or offered to enter, into an investment agreement with the holder of a licence to rescind the agreement or withdraw the offer within such period and in such manner as may be prescribed, and in particular, but without prejudice to the generality of the foregoing, may make provision (a) for requiring the service of notice with respect to the rights exercisable under the regulations; (b) for the restitution of property and the making or recovery of payments where those rights are exercised; (c) for such other matters as are incidental to or connected with any of the above. (2B) Regulations made under this article may make provision for the constitution of common funds for investment purposes in the form of a collective investment scheme by contract or other arrangement in writing and may exempt such funds from the application of any article or provision of the Civil Code under Title V of Part I of Book Second with such modifications and variations as may be established. (2C) Regulations made under this article may also make p r o v i s i o n f o r t h e r e - o rg a n i s a t i o n a n d w i n d i n g - u p o f t h o s e investment services licence holders to which such re-organisation and winding-up is, or may be rendered, applicable in terms of the

BRRD.

Added by:

XXXI. 2017.51.

Art. 13

Amended by:

XVII. 2002.147;

XX. 2007.65;

XX. 2013.40;

LXXII.2021.14.

INVESTMENT SERVICES (f) any other person who appears to be in possession of relevant information. (1A) Without prejudice to sub-article (1), the competent authority shall have the power to require information from: (a) investment firms established in Malta; (b) investment holding companies established in Malta; (c) mixed financial holding companies established in Malta and their subsidiaries; (d) mixed-activity holding Malta; companies established in (e) persons belonging to the entities referred to in points (a) to (d); (f) third parties to whom the entities referred to in points (a) to (d) have outsourced operational functions or activities. (1B) Without prejudice to the generality of sub-articles (1) and (1A), the competent authority may, by notice in writing, require any person referred to in the said sub-articles to do all or any of the following: (a) to furnish to the competent authority, at such time and place and in such form as it may specify, such information and documentation as it may require, including the power to require existing telephone and existing data traffic records, with respect to any such service, scheme or advertisement as aforesaid, or with respect to any person with whom the licence holder has close links within the meaning of article 6; (b) to furnish to the competent authority any information or documentation aforesaid verified in such manner as it may specify; (c) to attend before the competent authority, or before a person appointed by it, at such time and place as it may specify, to answer questions and provide information and documentation with respect to any such service, scheme or advertisement as aforesaid."

INVESTMENT SERVICES

Art. 14

Amended by:

XX. 2007.66;

LXXII.2021.15.

An inspector appointed under sub-article (1) (a) may also, if he thinks it necessary or expedient for the purposes of that investigation, investigate the affairs of any person or scheme mentioned in sub-article (1); (b) shall have and may exercise all the powers conferred on the competent authority by article 13, and any requirement made by him shall be deemed to be and have the same force and effect as a requirement of the competent authority; (c) may, and if so directed by the competent authority shall, make interim reports and on the conclusion of his investigation shall make a final report to the said authority.

Power to issue directives.

Amended by:

XVII. 2002.148;

XX. 2007.67;

X. 2011.27;

XX. 2013.41;

XXII. 2014.7;

XXI. 2015.14;

XXXI. 2017.52;

XLIV.2018.6;

LXXII.2021.16.

INVESTMENT SERVICES

Art. 15

Provided that the competent authority may give any such directive even where a licence holder, for whatever reason, ceases to hold a licence granted in terms of this Act:

Provided further that any directive given in terms of this article shall, unless the competent authority otherwise directs, continue to apply even when a licence holder, for whatever reason, ceases to hold a licence granted in terms of this Act.

(i) require the suspension of trading in a financial instrument; (j) request any person to take steps to reduce the size of the position or exposure; (k) limit the ability of any person from entering into a commodity derivative, including by introducing limits on the size of a position any person can hold at all times in accordance with Article 57 of MIFID:

Provided that in applying paragraphs (d) and (e), the competent authority may also appoint a competent person to act as liquidator for the purposes of winding up the affairs of a licence holder under this Act; and such person shall be the liquidator of the licence holder for all purposes of law to the exclusion of any other person.

Art. 15A

15A. (1) Without prejudice to the powers conferred to the competent authority under this Act, the competent authority may, where it is satisfied that sufficient circumstances exist, proceed to take any one or more of the following measures: (a) appoint a person to advise the licence holder in the proper conduct of its business; (b) appoint a person to take charge of the assets of the licence holder, or any portion of them, for the purposes of safeguarding the interests of investors, consumers, creditors or, if any, shareholders, of the licence holder; (c) appoint a person to assume control of the business of the licence holder, either to carry on that business or to Power of the competent authority to protect the public interest.

Added by:

XX. 2013.42.

Amended by:

XLIV.2018.7.

INVESTMENT SERVICES carry out such other function or functions in respect of such business, or part thereof, including to take the necessary action for the licence holder to be dissolved and wound up, as the competent authority may direct; (d) fix the remuneration to be paid by the licence holder to any person appointed under article 15 or under this article; (e) do such other act as it may deem appropriate in the circumstances to give better effect to the implementation of the provisions of this article, and having adopted any one or more of the measures aforesaid, the competent authority may further proceed in any one or more such measures, whether in addition thereto or in substitution therefor.

Provided that the competent person shall not take any decision for the purpose of the dissolution and winding up of the licence holder unless the competent authority issues a directive to that effect in terms of article 15, and any such directive may contain such instructions, requirements and conditions as the competent authority may consider INVESTMENT SERVICES necessary, including with regard to the mode of winding up. (2A) Without prejudice to the powers of the competent authority