MAE-1 MAE-1 Licensing
MAE-1.1 MAE-1.1 Requirement to be Licensed
MAE-1.1.1
No
person shall establish or operate amarket , or hold himself out as operating amarket in or from the Kingdom of Bahrain, unless theperson is:(a) Alicensed exchange ;(b) Alicensed market operator ; or(c) Anexempt exchange ormarket operator.Amended: April 2016MAE-1.1.2
No
person in the Kingdom of Bahrain shall hold himself out:(a) As alicensed exchange unless he is alicensed exchange ; or(b) As alicensed market operator unless he is alicensed market operator .MAE-1.1.3
Except with the written approval of the CBB, no
person other than a licensed orexempt exchange shall take or use, or have attached to or exhibited at any place:(a) The title or description "securities exchange", "stock exchange", "futures exchange" or "derivatives exchange" in any language; or(b) Any title or description which resembles a title or description referred to in Subparagraph MAE-1.1.3 (a).Amended: April 2016MAE-1.1.4
No
person may market anyfinancial services in the Kingdom of Bahrain unless:(a) Allowed to do by the terms of a license issued by the CBB;(b) The activities come within the terms of an exemption granted by the CBB by way of a Directive; or(c) Has obtained the express written permission of the CBB to offerfinancial services .Added: April 2013MAE-1.1.5
In accordance with Resolution No.(16) for the year 2012 and for the purpose of Paragraph MAE-1.1.4, the word 'market' refers to any promotion, offering, announcement, advertising, broadcast or any other means of communication made for the purpose of inducing recipients to purchase or otherwise acquire
financial services in return for monetary payment or some other form of valuable consideration.Added: April 2013MAE-1.2 MAE-1.2 Application for License
MAE-1.2.1
A
person may apply to the CBB to be:(a) Licensed as alicensed exchange ;(b) Licensed as alicensed market operator ; or(c) Anexempt exchange orexempt market operator .MAE-1.2.2
Unless otherwise approved by the CBB, the exchange shall be established as a joint stock company subject to the Commercial Company Law 2001.
MAE-1.2.3
Where the entity is not a joint stock company, the CBB may impose other structural and disclosure requirements.
MAE-1.2.4
An application for approval as a
licensed exchange orlicensed market operator under Article 39 of the CBB Law shall be made in Form 1 (Application for Approval as alicensed exchange orlicensed market operator ) and shall be lodged with the CBB together with:(a) Form 2 (Information on Shareholders and Subsidiaries) and Form 3 (Application for Approved Person Status);(b) Any relevant annex and information specified in those forms;(c) A non-refundable prescribed application fee of BD100;(d) A business plan setting forth the internal controlling procedures of the enterprise;(e) A business plan containing a budgeted accounting plan for the first three business years;(f) Memorandum and Articles of Association of the corporation, copies of the by-laws, its constitution and powers of management and the manner in which its business is proposed to be transacted;(g) Policies and procedures for all the exchange andmarket operations;(h) The proposed organisation structure and the powers and duties of the officials of the exchange ormarket operator;(i) The criteria for admission into thelicensed exchange or the operator of various classes ofmembers , the qualifications for membership, and the exclusion, suspension, expulsion and readmission ofmembers therefrom or thereto;(j) A description of the proposed trading and settlement system;(k) Arrangements for risk management, compliance and internal controls;(l) Where activities would be outsourced, copies of contracts and arrangements for oversight of their activities; and(m)Business rules covering membership including capital requirements, instruments to be admitted to trading and listing, trading and execution rules, conflicts of interest requirements, professional standards,clearing and depository rules , data transmission,market conduct including avoidance ofmarket abuse, compliance arrangements, and such other rules as may be required by the CBB.Amended: April 2013MAE-1.2.5
The applications must include evidence that:
(a) Any trading conducted will operate in an orderly, transparent and fair manner;(b) Thelicensed exchange orlicensed market operator will be subject to regulation by the CBB;(c) Thelicensed exchange orlicensed market operator has taken adequate measure to prudently manage any risks associated with its business and operations;(d) Thelicensed exchange orlicensed market operator , in discharging its obligations, will not act contrary to the interests of the public, the investing public, or to the requirements of the CBB;(e) Thelicensed exchange orlicensed market operator will enforce compliance by itsmembers with itsbusiness rules andlisting rules ;(f) Thebusiness rules andlisting rules of thelicensed exchange orlicensed market operator make satisfactory provisions for: an orderly, transparent and fairmarket trading through its facilities; and the proper rules and supervision of itsmembers ; and(g) Thelicensed exchange orlicensed market operator has sufficient financial, human, and technical resources to establish and operate a fair and efficient system formarket trading; meet contingencies or disasters criteria; and provide adequate trading instruments arrangements.MAE-1.2.6
The CBB may, within 30 days from the date of submission, require an applicant to furnish it with amendments or such additional information or documents as the CBB considers necessary in relation to the application.
MAE-1.2.7
The CBB may refuse to accept any application if:
(a) It is not completed in accordance with this Module; or(b) It is not accompanied by the relevant fee.MAE-1.2.8
Where strict compliance with any form is not possible, the CBB may in its sole discretion, and upon request from the applicant to this effect, allow for the necessary modifications to be made to that form, or for the requirements of that form to be complied with in such other manner as the CBB deems fit.
Amended: April 2016MAE-1.2.9
The applicant may, at any time before a decision has been made about the application, withdraw his application or make amendments to any errors therein or in the supporting documents.
MAE-1.3 MAE-1.3 Licensing of Exchanges and Market Operators
MAE-1.3.1
The CBB shall decide on the application within 60 days from the date of receiving the application, complete with all the required information and documents.
MAE-1.3.2
The CBB may grant an 'in principle' confirmation that the applicant appears likely to meet the CBB's licensing requirements, subject to the remaining information and documents being assessed as satisfactory. The 'in principle' confirmation will also list all outstanding documents required before an application can be considered complete and subject to formal consideration.
Amended: April 2016MAE-1.3.2A
An 'in principle' confirmation does not constitute a license approval, nor does it commit the CBB to issuing a license. However, it provides sufficient assurance for an applicant to complete certain practical steps, such as securing suitable executive staff that satisfy CBB's 'fit and proper' requirements. Once this has been done, the applicant may finalise its application, by submitting the remaining documents and, once assessed as complete by the CBB, a signed and dated final version of Form 1. However, a Bahraini company proposing to undertake financial services activities would not be eligible to obtain a Commercial Registration from the Ministry of Industry and Commerce unless it receives the final approval from the CBB.
Added: April 2016MAE-1.3.3
The operations of the
licensed exchange orlicensed market operator may only commence after the CBB grants the license to the applicant.Amended: April 2016MAE-1.3.4
The CBB may license a
person as alicensed exchange or license anoverseas exchange as alicensed market operator , subject to such conditions or restrictions as the CBB may deem fit to impose by notice in writing, including conditions or restrictions relating to:(a) The activities that theperson may undertake;(b) Thesecurities orfutures contracts that may be traded on anymarket established or operated by theperson ; and(c) The nature of the investors orparticipants who may use, invest in or participate in thesecurities orfutures contracts traded on anymarket established or operated by theperson .Amended: April 2016MAE-1.3.5
The CBB may, at any time, by notice in writing to the
person , vary any condition or restriction or impose such further condition or restriction as it may deem fit.Amended: April 2016MAE-1.3.6
A
licensed exchange or alicensed market operator shall, for the duration of the license, satisfy all conditions and restrictions that may be imposed on it.MAE-1.3.7
Where the CBB rejects an application, the decision and any appeal by the applicant shall be governed by Article 46 of the CBB Law.
MAE-1.4 MAE-1.4 Exemption of Exchanges and Market Operators
MAE-1.4.1
The CBB may:
(a) Exempt anyperson operating anymarket from the requirement under MAE-1.1 to be alicensed exchange or alicensed market operator ;(b) Declare thatperson to be anexempt market operator , by order published in the Gazette; and(c) Impose such conditions or restrictions relating to the exemption as the CBB may deem fit, by notice in writing to thatperson .Amended: April 2016MAE-1.4.2
An application to be exempted from the requirement under MAE-1.2 to be a
licensed exchange or alicensed market operator shall be made in Form 4.MAE-1.4.3
The CBB may exempt an applicant referred to in MAE-1.4.1 from the requirement under MAE-1.2 if, in the opinion of the CBB, the objectives specified in MAE-1.2.5 can be achieved without regulating the applicant as a
licensed exchange or alicensed market operator .MAE-1.4.4
An application made under MAE-1.4.1 shall be accompanied by a non-refundable prescribed application fee of BD100, which shall be paid in the manner specified by the CBB.
Amended: April 2016MAE-1.4.5
The CBB may require an applicant to furnish it with such information or document as the CBB considers necessary in relation to the application.
MAE-1.4.6
The CBB may, by notice in writing, impose on a
person exempted under MAE-1.4.3 such conditions or restrictions relating to the exemption as the CBB may deem fit, including conditions or restrictions relating to:(a) The activities that theperson may undertake;(b) Thesecurities orfutures contracts that may be traded on anymarket established or operated by theperson ; and(c) The nature of the investors orparticipants who may use, participate or invest in thesecurities orfutures contracts traded on anymarket established or operated by theperson .Amended: April 2016MAE-1.4.7
The CBB may, at any time, by notice in writing to a
person exempted under MAE-1.4.3, vary any condition or restriction referred to in MAE-1.4.6 or impose such further condition or restriction relating to the exemption as the CBB may think fit.MAE-1.4.8
The CBB shall give notice in the Gazette of any
person exempted under MAE-1.4.3, and such notice may include the conditions or restrictions imposed by the CBB on theperson under MAE-1.4.6 in relation to thesecurities orfutures contracts that may be traded on anymarket established or operated by theperson .Amended: April 2016MAE-1.5 MAE-1.5 Power of CBB to Revoke Exemption
MAE-1.5.1
The CBB may revoke any exemption granted to a
person under MAE-1.4.3 if:(a) Theperson does not commence operating itsmarket or, where it operates more than onemarket , all of itsmarkets , within 6 months from the date on which it was granted the exemption;(b) Theperson ceases to operate itsmarket or, where it operates more than onemarket , all of itsmarkets ;(c) Theperson contravenes:-(i) Any condition or restriction relating to the exemption;(ii) Any direction issued to it by the CBB; or(iii) Any provision of the CBB Law or Regulations;(d) The CBB is of the opinion that theperson has operated in a manner that is contrary to the interests of the public;(e) Theperson is in the course of being wound up or otherwise dissolved, whether in Bahrain or elsewhere;(f) A receiver, a receiver and manager or an equivalentperson has been appointed, whether in Bahrain or elsewhere, in relation to, or in respect of, any property of theperson ;(g) Theperson has been convicted, whether in Bahrain or elsewhere, of an offence involving fraud or dishonesty or the conviction for which involved a finding that it had acted fraudulently or dishonestly;(h) The CBB is of the opinion that theperson would be more appropriately regulated as alicensed exchange or alicensed market operator ; or(i) Any information or document provided by theperson to the CBB is false or misleading.Amended: April 2013MAE-1.5.2
Subject to MAE-1.5.3, the CBB shall not revoke under MAE-1.5.1 any exemption granted to a
person without giving theperson an opportunity to be heard.MAE-1.5.3
The CBB may revoke any exemption granted to a
person on any of the following grounds without giving theperson an opportunity to be heard:(a) Theperson is in the course of being wound up or otherwise dissolved, whether in Bahrain or elsewhere;(b) A receiver, a receiver and manager or an equivalentperson has been appointed, whether in Bahrain or elsewhere, in relation to, or in respect of any property of theperson ; or(c) Theperson has been convicted, whether in Bahrain or elsewhere, of an offence involving fraud and dishonesty or the conviction for which involved a finding that it had acted fraudulently or dishonestly.MAE-1.5.4
For the purposes of MAE-1.5.1(b), a
person shall be deemed to have ceased to operate itsmarket if:(a) It has ceased to operate themarket for more than 30 days, unless it has obtained the prior approval of the CBB to do so; or(b) It has ceased to operate themarket under a direction issued by the CBB.MAE-1.5.5
Any revocation under MAE-1.5.1 of an exemption granted to a
person shall not operate so as to:(a) Avoid or affect any agreement, transaction or arrangement entered into on amarket operated by theperson , whether the agreement, transaction or arrangement was entered into before or after the revocation of the exemption; or(b) Affect any right, obligation or liability arising under such agreement, transaction or arrangement.Amended: April 2013MAE-1.5.6
The CBB shall give notice in the Gazette of any revocation of an exemption referred to in MAE-1.5.1.
MAE-1.6 MAE-1.6 Criteria for Granting License
MAE-1.6.1
The CBB may license a
person as alicensed exchange orlicensed market operator if:(a) The CBB is satisfied that the establishment of amarket or exchange to be operated by aperson will;(i) Develop the financial sector and enhance confidence therein; and(ii) Protect the interests of investors in themarket and exchanges and enhance the Kingdom's credibility as an international financial centre; and(b) The CBB is satisfied that theperson , having applied to be alicensed exchange orlicensed market operator under this Module, is able to comply with the obligations or requirements imposed onlicensed exchanges orlicensed market operators .Amended: April 2013MAE-1.6.2
The CBB may have regard to the following matters in determining whether a
licensed exchange orlicensed market operator has satisfied the criteria referred to in Subparagraphs MAE-1.6.1 (a) or (b):(a) The size and structure, or proposed size and structure, of themarket to be operated by the applicant;(b) The nature of the services provided, or to be provided, by themarket to be operated by the applicant;(c) The nature of thesecurities orfutures contracts traded, or to be traded, on themarket to be operated by the applicant;(d) The nature of the investors orparticipants , or proposed investors orparticipants , who may use or have an interest in themarket to be operated by the applicant;(e) Whether the applicant is regulated by the CBB under this Module or any other law;(f) That the rules and by-laws of an applicant are in conformity with such conditions as may be prescribed with a view to ensure fair dealing and to protect investors;(g) That the applicant is willing to comply with any other conditions (including conditions as to the number ofmembers ) which the CBB, having regard to the the nature of thesecurities dealt with by it, may impose;(h) The proposed trading and settlement systems comply with up-to-date industry standards;(i) Thepersons who may be affected in the event that the applicant, or themarket to be operated by the applicant, runs into difficulties;(j) Where the head office or principal place of business of the applicant is outside Bahrain, whether the applicant in the country or territory in which the head office or principal place of business of the applicant is situated, is subject to requirements and supervision comparable to those in the Kingdom of Bahrain;(k) The interests of the public; and(l) Any other circumstances that the CBB may consider relevant.Amended: April 2016MAE-1.6.3
The applicant must additionally be able to demonstrate to the CBB and the CBB must be satisfied that it has:
(a) The financial resources, and the management and human resources with appropriate experience, necessary for the operation of amarket or exchange;(b) Made arrangements for the proper supervision of all transactions effected through themarket or exchange so as to ensure compliance with its rules;(c) Taken sufficient steps to maintain security and back-up procedures to ensure the integrity of the records of transactions effected through themarket or exchange;(d) Insurance, a guarantee or compensation fund or other warranty plans in place to enable it to provide compensation, subject to thebusiness rules , to clients; and(e) Made provisions, to the satisfaction of the CBB, for the clearing and settlement of transactions effected through themarket or exchange and for the management of trade and settlement risk.MAE-1.6.4
In addition, the CBB may, for the purposes of licensing an
overseas exchange as alicensed market operator , have regard in addition to any criteria prescribed under Paragraph MAE-1.6.1 whether adequate arrangements exist for cooperation between the CBB and the financial services regulator responsible for the supervision of the operator in the country or territory in which the head office or principal place of business of the operator is situated.MAE-1.6.5
In considering whether it is satisfied that an
overseas exchange has met the requirements mentioned in Paragraph MAE-1.6.1, the CBB may have regard to:(a) The relevant laws and practices of the country or territory in which the head office or principal place of business of the operator is situated; and(b) The rules and practices of the operator.MAE-1.7 MAE-1.7 Surrender of License or Cessation of Business
MAE-1.7.1
A
licensed exchange orlicensed market operator which intends to cease operating itsmarket or, where it operates more than onemarket , all of itsmarkets , must apply to the CBB to surrender its approval as alicensed exchange orlicensed market operator , as the case may be.Amended: April 2016MAE-1.7.2
The CBB may, subject to MAE-1.8.1 cancel the license if it is satisfied that the
licensed exchange orlicensed market operator referred to in MAE-1.7.1 has ceased operating itsmarket or all of itsmarkets , as the case may be and that there are no pending obligations of thelicensed exchange orlicensed market operator or contracts traded.MAE-1.7.3
The
licensed exchange orlicensed market operator shall publish a notice of its intention to cease to operate itsmarket in 2 daily newspapers, one in Arabic and the other in English, in Bahrain.MAE-1.7.4
Any objections received from any
member ,user orparticipant of thelicensed exchange orlicensed market operator shall be considered by the CBB prior to issuing its consent for the surrender of license or cessation of business of the exchange or the operator.MAE-1.7.5
The notice referred to in Paragraph MAE-1.7.3 shall be subject to the approval of the CBB and shall be published at least 30 days prior to the cessation taking effect.
MAE-1.8 MAE-1.8 Cancellation or Amendment of License
MAE-1.8.1
The CBB may cancel any license of a
person as alicensed exchange orlicensed market operator if:(a) There exists criteria under MAE-1.2 that thelicensed exchange orlicensed market operator does not meet and on which grounds the CBB would refuse an application;(b) Thelicensed exchange orlicensed market operator does not commence operating itsmarket or, where it operates more than onemarket , all of itsmarkets within 6 months from the date on which it was granted the license.(c) Thelicensed exchange orlicensed market operator ceases to operate itsmarket or, where it operates more than onemarket , all of itsmarkets .(d) Thelicensed exchange orlicensed market operator contravenes:(i) Any condition or restriction applicable in respect of its license;(ii) Any direction issued to it by the CBB;(iii) Any provision in this Module; or(iv) Any other CBB law, rule or regulation;(e) Thelicensed exchange orlicensed market operator operates in a manner that is in the opinion of the CBB, contrary to the interests of the public oruser ; and(f) Any information or document knowingly or willingly provided by thelicensed exchange orlicensed market operator to the CBB is false or misleading.Amended: April 2013MAE-1.8.2
The CBB may not, subject to MAE-1.8.3, cancel any license that was granted to a
licensed exchange orlicensed market operator without giving the opportunity to be heard.MAE-1.8.3
The CBB may cancel a license that was granted to a
licensed exchange orlicensed market operator on any of the following grounds without giving an opportunity to be heard:(a) Thelicensed exchange orlicensed market operator is in the course of being wound up or otherwise dissolved, whether in Bahrain or elsewhere;(b) A receiver, a receiver and manager, or an equivalentperson has been appointed, whether in Bahrain or elsewhere, in relation to or in respect of any property of thelicensed exchange orlicensed market operator ; and(c) Thelicensed exchange orlicensed market operator has been convicted, whether in Bahrain or elsewhere, of an offence involving fraud or dishonesty or the conviction for which involved a finding that it had acted fraudulently or dishonestly.MAE-1.8.4
For the purposes of Subparagraph MAE-1.8.1(c), a
licensed exchange orlicensed market operator shall be deemed to have ceased to operate itsmarket if:(a) It has ceased to operate themarket for more than 30 days, unless it has obtained the prior approval of the CBB to do so; or(b) It has ceased to operate themarket under a direction issued by the CBB.Amended: July 2016
Amended: April 2016MAE-1.8.5
Any cancellation of a license of a
licensed exchange orlicensed market operator referred to in Paragraph MAE-1.8.1 shall not operate so as to:(a) Avoid or affect any agreement, transaction or arrangement entered into amarket operated by the corporation, whether the agreement, transaction or arrangement was entered into before or after the revocation of the license; or(b) Affect any right, obligation or liability arising under such agreement, transaction or arrangement.MAE-1.8.6
Where the CBB cancels or amends a license of a
licensed exchange orlicensed market operator , notification to thelicensed exchange and an appeal against such a decision shall be governed by Article 48 of the CBB Law.Amended: July 2016MAE-1.9 MAE-1.9 Annual Fees Payable by Licensed Exchange and Licensed Market Operator
MAE-1.9.1
Every
licensed exchange andlicensed market operator must pay to the CBB an annual fee on the 1st December of the preceding year for which the fee is due.Amended: July 2016
Amended: April 2016
Amended: April 2014
Amended: April 2013MAE-1.9.1A
The following fee is currently prescribed for
licensed exchanges andlicensed market operators :Managing and operating markets and systems for trading in securities and financial instruments (fixed) BD15,000 Amended: April 2016
Added: April 2013MAE-1.9.1B
For new
licensees , their first annual license fee is payable when their license is issued by the CBB. The annual fee due in relation to the first year in which the license is granted, is prorated for the year using the date of the official licensing letter from the CBB, as the base for the prorated period. The prorated fee will result in fees charged only for the number of complete months left in the current calendar year.Added: April 2014
MAE-1.9.2
Where a license is cancelled (whether at the initiative of the firm or the CBB), no refund is paid for any months remaining in the calendar year in question, should a fee have been paid for that year.
Amended: April 2014
MAE-1.9.3
A
licensed exchange orlicensed market operator failing to comply with Paragraph MAE-1.9.1 may be subject to financial penalties as prescribed by the CBB.Added: April 2016MAE-1.10 MAE-1.10 Publication of the Decision to Grant, Cancel or Amend a License
MAE-1.10.1
In accordance with Articles 47 and 49 of the CBB Law, the CBB will publish its decision to grant, cancel or amend a license in the Official Gazette and in two local newspapers, one in Arabic and the other in English.
Amended: October 2019MAE-1.10.2
For the purpose of Paragraph MAE-1.10.1, the cost of publication of this notice must be borne by the Licensee.
Added: July 2017MAE-1.10.3
The CBB may also publish its decision on such cancellation or amendment using any other means it considers appropriate, including electronic means.
Added: July 2017MAE-1.11 MAE-1.11 Place of Business
MAE-1.11.1
No
licensed exchange orlicensed market operator must, without a prior written approval of the CBB:(a) Open a new place of business in the Kingdom;(b) Close or change an existing place of business in the Kingdom;(c) Open a new place of business abroad if thelicensed exchange orlicensed market operator is not anoverseas exchange ; and(d) The CBB may restrict its approval stipulated in MAE-1.6.1, subject to any other conditions, as it may deem necessary.Amended: April 2016