Clients ask Finance Business Service questions about obtaining a license for security activities. These matters are solved by the specialists of the company in the shortest possible time.

Despite the fact that the procedure for obtaining a license has been changed to become simpler, the license applicants have certain questions and there are some nuances that we would like to pay special attention to.

We should note at once that, on obtaining a license, the enterprise may not have security guards on the staff. This issue is the most relevant for a newly created business entity, which does not have staff members yet, but intends to engage in this type of activity.

At the same time, an expert in the organization of security measures is extremely necessary, without whom a license will not be issued. We pay attention that he can be the head of the enterprise or his deputy (deputies).

There are rather stringent requirements to a specialist in the organization of security measures, which he must comply with and which must be confirmed by certain documents.
Finance Business Service advises you to trust the assessment of the completeness of the package of documents, confirming the requirements for a specialists in the organization of security measures, to the specialists who have previously engaged in this and know it well, since submission of an incomplete package of documents entails a refusal to issue a license.

In addition, it is necessary to pay attention to the fact that after receiving a license (publication of the order of the Ministry of Internal Affairs of Ukraine for issuance of a license to carry out security activities), it is necessary to make the appropriate payment in the established amount and in a certain period. The lack of payment or payment with a missed deadline is the basis for revocation of a license.

Thus, on obtaining a license for security activities, Finance Business Service suggests paying special attention to three issues:

  1. Availability of a specialist in the organization of security measures;
  2. Availability of a full package of documents confirming the compliance of the specialist in the organization of security measures to certain requirements;
  3. Timely and full implementation of payment for the issuance of a license to carry out security activities.

Normative acts regulating the issues of obtaining a license for the implementation of security activities:

  1. The Law of Ukraine “On Licensing the types of economic activities”;
  2. The Law of Ukraine “On security activities”;
  3. The Law of Ukraine “On administrative services”;
  4. The Resolution of the Cabinet of Ministers of Ukraine No.960 of 18.11.2015 “On approval of Licensing conditions for security activities”.

Европейский парламент

Obtaining permission to conduct Forex activity on the territory of EU Member States is governed by Directive 2014/65 / EC, which is also called MiFID2, since it is the new version of the Directive "On the Financial Instruments Market" 2004/39 / EC (MiFID), and is a legal basis of a single regulated market of financial instruments in the EU. This means that the rules laid down in this Directive are mandatory for the twenty-eight member countries of the EU and the three countries of the European Economic Area.

First MiFID2 establishes the basic requirements for the operation of investment companies (investment companies under the Directive refers to and including financial brokers, so we will hereafter call them so) and the conditions for obtaining a permit for their activities in the EU.

It is assumed that each Member State should adopt national legislation in accordance MiFID2 requirements, the provisions of which may not be more stringent than the provisions of the basic directive. However, MiFID2 also regulates the procedure of interaction of controlling the market in every European country, both among themselves and with the European specialized authorities (ESMA - the European office of the Securities and Markets and the EBA - European service banking supervision).

To start working on the territory of the EU investment company must submit to the competent Member State authority, where it (or its affiliate) is registered, an application for a permit (license) and a set of required documents. Within two days after the filing of the application the competent authority shall send a notice of receipt of the application, and for 6 months - to approve or reject the application. If the application is approved the competent authority shall issue a permit and making it into a public register of investment companies, as well as provides information about it in ESMA, which in turn makes the information in its overall roster.

It should be noted that in accordance with Article 6 of the Directive such a permit is valid in the entire European Union, and gives the investment company the right to provide services and the implementation of its activities provided by the permission, in the entire European Union through the implementation of the right of occupancy. However, other Member States have no right to impose any additional requirements on such investment companies. However, in order to exercise this right, the investment company for the first time who wished to provide services or carry out activities on the territory of another Member State shall provide the following information to the competent authorities of its home Member State:

  1. A Member State (or States), where it intends to operate;
  2. A program of operations stating in particular the investment services and / or investment activities as well as ancillary services which it intends to provide in the territory of the Member States in which it intends to provide services. In the case of the intention to use sales agents established in the territory of their State of origin, it is necessary to inform the names (titles) of these agents.

Further, the competent Member State shall within one month after receipt of the information to transmit it to the competent authority of the host State, and after that an investment firm may start providing investment services and conducting investment activities in the host State.

Unfortunately, the procedure for obtaining authorization is not as simple as it might seem at first glance. Company-bidder must comply with numerous requirements set MiFID2, namely:

To control the system: effective organizational and administrative programs, separation of duties, the prevention of conflicts of interest, prevent negative impacts on the interests of customers, regular measurement of financial instruments;

For staff: skills, knowledge and experience of the staff; experience, reputation, qualification, management body members, and paid to the adequacy of their time to perform their duties;

By internal documents: the existence of policies and procedures for the provision of services, the remuneration policy of the persons involved in the provision of services, security policies, etc;

By internal procedures: administrative, accounting procedures, internal control mechanisms, investment risk assessment procedures and the risks to security of data processing systems;

For security: functioning of the security system and identify means of transmission of information, unauthorized access to data, ensuring their privacy; security of customer assets;

For transparency: the competent authority should have access to information and documents for the control and supervision of management decisions in the investment company, as well as to have information on shareholders, members and their shares in the company; All information about the company, its services, financial instruments, the estimated investment strategies, platforms, order execution, costs and expenses (including advertising information), transmitted by existing and potential customers must be fair, clear, accurate and transmitted on time.

In addition, the investment company must necessarily be a member (members) of the compensation program loss of investors, provided by Directive 97/9 / EC.

For companies that provide direct electronic access to a trading platform (as is the case with Forex) establish additional requirements for the development of effective customer control system using the service, to eliminate the excess of the corresponding preset trading and credit thresholds, as well as prevent trading that could lead to risks for the company and help create market failures. Another requirement - it is a written agreement between the broker and the client in respect of the fundamental rights and obligations in connection with the provision of services, as well as a provision under which the broker remains responsible under the MiFID2.

A Member State has the right to require third-party company that intends to carry on business in its territory, to establish a branch. In this case, such a branch must have prior approval of the competent authorities of the Member State in accordance with the following conditions:

  • the provision of services, for which third-party company requires a permit, require authorization and supervision in a third country where this company was founded, and it has all the proper permits;
  • have cooperation agreements, including provisions on exchange of information in order to preserve market integrity and investor protection, and for the avoidance of double taxation with respect to income and capital, concluded between the competent authorities of the Member State in which the planned establishment of the branch, and the competent supervisory authority the third country in which the company is established;
  • at the disposal of the branch has sufficient initial capital;
  • appointed at least one person responsible for the management of the branch, and each such person fulfills the requirements set for the investment company's management bodies;
  • the company participates in the program of compensation for investors, approved or recognized by the relevant EC Directive.

As for minimum capital requirements that, depending on the type of activity, it must be:

  • 125,000 euros for investment companies, which are holders of assets of its clients, and stamped the following services:
    • Reception and transmission of investors' orders for financial instruments;
    • Execution of orders of investors in respect of financial instruments;
    • Management of individual portfolios of investments and financial instruments.
  • Member States may establish minimum requirements for the reduction of the authorized capital of up to EUR 50 000 for investment companies, which are not holders of assets of its customers and does not carry out transactions for its own account or under the guarantee of a firm commitment;
  • 730,000 Euro for other investment companies.

When selecting the jurisdiction of the European Investment or her branch of the most important criteria are the size of the income tax, the amount of annual license fees and Complexity of procedures and statements which are set at the national level.

If you are interested in this material, you can seek the advice of our lawyers at any time convenient for you.

Author: Olena Kutova

senior lawyer of the Finance Business Service company

НБУ в Украине

Resolution of the Board of the National Bank of Ukraine №386 from 14.09.2016 year (here and after - the National Bank Ordinance) was suspended issuance of individual foreign exchange licenses to individuals.

This measure was introduced in order to significantly reduce the capital outflow from Ukraine. National Bank of Ukraine said that overseas investment is unproductive and negative impact on the economy as a whole.

Thus, in accordance with paragraph 7 of the Resolution of the NBU, "Individuals are prohibited to carry out transactions in cash on the basis of the National Bank of Ukraine of individual licenses."

However, there is an exception to the above, namely, the prohibition does not apply to the operations that are carried out on the basis of individual licenses issued before the entry into force of the Regulation of the NBU.

Also, the Resolution of the NBU has been extended a ban on purchases and transfer of foreign currency, which were held on the basis of the availability of individual licenses of the National Bank of Ukraine, except for such cases as:

a) placement of legal entities of currency values on accounts outside Ukraine;

b) execution of a resident guarantor (surety) secured by the guarantee (guarantee) obligations under the loan granted by an international financial institution or a foreign export credit agency;

c) payment of business entities-residents of entrance or membership fees in foreign currency for the current activities of non-resident legal persons;

g) to carry out operations of legal persons, provided that the total amount of transactions within a single individual license within one calendar month is less than 50 000 US dollars (equivalent in another currency at the official exchange rate of hryvnia to foreign currencies, which is set by the National Bank of Ukraine on the date of transfer).

In addition, it should be noted that the Resolution of the NBU had significantly increased the amount of cash in foreign currency, which the bank may issue a client for one day. Now the volume of granted funds may not exceed 250 000 hryvnia per customer equivalent at the official rate of the National Bank of Ukraine, on the day of the operation.

Please note that the NBU Resolution comes into force from 09.15.2016 years and is valid until 15.12.2016 year.

Our lawyers are closely watching changes in the current legislation of Ukraine. If you want to keep abreast of changes in areas of interest to you, we are always ready to provide you with qualified legal advice.

Author: Dmitry Batrakov

company lawyer Finance Business Service

European company

European company (in a translation from Latin «Societas Europaea» - European societies) is a new legal form of business, which is designed to be a tool for deepening the integration processes of the European Community. The company formed (or transformed) in a form that can act throughout the European Union without a separate pass procedures of national treatment in each of them.

The first draft of a European company (hereinafter - SE) was proposed in 1970. The idea was to create a concept of European company law, which was to unify all aspects of the SE, so that it can operate at a supranational level, the European Community, and not in accordance with the national law of the Member States.

However, due to the need to harmonize a large number of issues, in particular the structure of organs, tax, employee participation in company management, etc., the work lasted for a long time and is difficult.

The final version of the project, the replacement of the complete unified regulation, proposed a model of co-SE as a pan-European business regulation, and national regulations law. In 2001, it was decided the two main pieces of legislation the EU: Regulation on the Statute of SE (hereinafter - the Regulation) and the Directive on the participation of employees in a SE (hereinafter - the Directive), but due to the Regulation entered only in 3 years that Member State could during this time to adapt their national legislation

Consider what a European company, and what are its features. At its core, SE is a public joint stock company with limited liability, where each party bears the risk of loss of property belonging to him within share. But the size of the authorized capital of such companies is quite significant: it is the minimum of 120,000 euros, and in some countries for certain activities may be even greater.

Registered SE must be in the country where it is actually located the controls (main office). At the same time, some countries (eg, France, Czech Republic, Latvia) require that the legal and actual address is the same. In case of questions the SE activities, not regulated by the Regulation, the SE is considered as a joint stock company with limited liability of the country in which it is registered and regulated by the relevant national legislation. As this legislation will be implemented as taxation of financial statements, bankruptcy, winding-up or liquidation of the SE and the like. The source of the SE regulation activities are also its own founding documents and laws of the Member States adopted for the implementation of the EU actions on the European companies.

As its title (at the beginning or end) SE should have the abbreviation «SE» regardless of language writing. Established it can only be legal entities that are registered and placed their governments in EU member states, one of the following methods:

  1. Merger of joint stock companies (including SE), if at least two of them are governed by the right of different EU Member States;
  2. The base of the Company's shareholders or limited liability companies (including SE) of the holding, if at least two of them are governed by the right of different EU member states;
  3. The base of legal entities (including SE) common subsidiary (branch), if at least two of them are governed by the right of different EU member states;
  4. The conversion of the European Group of joint-stock company, at least two years has a branch (subsidiary) in another EU Member State;
  5. Create the other subsidiary SE.

Ability to create a SE company registered outside the EU is available only in some countries (eg England), provided that such company has its registered office in the territory of a Member State and its activities are closely and for a long time linked to the economy of this country.

Join SE carried out by the registration authority in accordance with national legislation of EU member states, where the main office is located. The status of a legal entity will be obtained after completion of the registration procedure, but it is important to know that SE does not register until they are negotiated with the employees of the company and pending a decision on their representative bodies, and their participation in decision-making of the company. After registration there is a public announcement of the registration SE, respectively, with the national regulations of the country, as well as the publication of announcements in the Official Journal of the EC (Official Journal of the European Communities).

From the point of view of management, may be single-level SE - Shareholders' Meeting plus administrative organ combining management and supervisory functions, or the two-level - a meeting of shareholders, the supervisory body and the executive body. Experience shows that most companies choose one-tier system.

Consequently, the following can be distinguished among the main advantages of SE:

  1. The ability to improve the operating efficiency of management:
    • Simplification of the administrative structure and the reduction of administrative costs (the disappearance of the need for time consuming and costly procedures to create, and then the content of the network of representative offices in different EU countries);
    • Overcoming obstacles related collisions between the various rules of law of the EU member-states.
  2. Flexibility in the location within the EU:
    • The company may have its registered office in one of the participating countries, while its actual location may be in any other Member State;
    • Mutual recognition of the competent authorities of the host country recognize the requirements established by the legislation of the country of registration, and refrain from imposing additional requirements or standards that exist in the host country;
    • Control of the State of registration: the company's activity is controlled by the competent authorities of the State of registration, regardless of their place of residence and place of manufacture of the goods / services;
    • Single authorization / license to engage in economic activities within the EU.
  3. The free movement of capital within the EU.
  4. Ability to transfer the location of the administrative center to another EU Member State, without application of the procedure of liquidation and registration of a new legal entity:
    • Saving succession;
    • The disappearance of the need to pay tax on the liquidation and sale of shares by shareholders;
    • Choice of the legal system, the most favorable for the conduct of a particular type of economic activity, since a change in the place of registration involves also a change of jurisdiction.
  5. The ability to intra-EU cross-border merger.
  6. Increased credibility in the dialogue with government and trade union bodies:
    • Ability to apply together with the national and also European legislation (such as agreements between the EU and Member States)
    • The weakening of the influence of trade unions by fixing in the constituent documents (after relevant negotiations) types and forms of participation of workers in decision-making, or the use of a standard set of principles given in the Directive.
  7. Improve the reputation and corporate image with the acquisition of a pan-European company status.

In conclusion, it should be noted that in matters of regulation of activity of SE today remains much fuzzier or controversial issues, in connection with which there is an active work to improve European legislation in this area, including the establishment of a unified approach to taxation. In addition, this form of doing business is more suitable for large enterprises due to the form of the company and a sufficiently large amount of the authorized capital. However, at this point in the European Commission there is discussion of a new form of doing business for small and medium-sized enterprises - the European Private Company (Societas Privata Europaea - SPE), but that's a topic for another article.

Author: Yuriy Krasіlnіkov

managing partner Finance Business Service

Компанія Finance Business Service надає консультативні послуги з організації компаній для електронної комерції під ключ, зокрема - щодо реєстрації інтернет казино.

ONline_Casino

У сучасному суспільстві все більше стрімкі темпи зростання популярності набирають різноманітні види електронної комерції. Сьогодні складно уявити наше повсякденне життя без користування послугами інтернет-магазинів, онлайн-банкінгу, телекомунікації, електронних біржових майданчиків та інших форм застосування можливостей всесвітньої павутини з метою оптимізації бізнесу.

Одним з найбільш поширених видів такої комерції стали всілякі інтернет-казино, лотереї і тоталізатори. При цьому для отримання максимального ефекту від такого виду бізнесу підприємцям доводиться реєструвати його в зарубіжних юрисдикціях, умови яких є набагато більш прийнятними для електронної комерції грального напрямку.

Компанія «Finance Business Service» надає свої послуги з реєстрації інтернет-казино за кордоном. При цьому ми пропонуємо оптимальні умови, що сприяють вилученню максимальної вигоди з такого виду комерції. Представляємо загальний опис нашої послуги, а також вимоги, які висуваються до підприємців, які планують зареєструвати онлайн-казино в одній із зарубіжних юрисдикцій.

Особливості реєстрації зарубіжного інтернет-казино

Основною відмінністю реєстрації грального онлайн-бізнесу в одній із зарубіжних країн є необхідність одержання ліцензії. Цей документ видається паралельно зі свідоцтвом про реєстрацію, і терміни його оформлення складають в середньому до двох місяців. Ще одна особливість полягає в тому, що для реєстрації інтернет-казино в різних країнах можуть знадобитися різні документи. Тому звернувшись до нашого фахівця, ви зможете отримати повний перелік необхідної документації після вибору однієї із запропонованих юрисдикцій (найприйнятнішими в даному напрямку є Кюрасао, Мальта, Коста-Ріка, Гібралтар і Беліз).

Основні вимоги до претендентів на реєстрацію інтернет-казино за кордоном

езважаючи на той факт, що в кожній окремо взятій країні можуть існувати свої нюанси, пов'язані з реєстрацією інтернет-казино, можна виділити кілька загальних принципів. Серед них необхідно відзначити наступні:

  • Реєстрація можлива тільки через уповноваженого урядового агента.
  • Обов'язковим є складання бізнес-плану на п'ять років.
  • Необхідно наявність свого агента, який буде курирувати справи інтернет-казино за місцем його офіційної реєстрації.
  • Потрібна повна сплата внесків для ліцензування.
  • Обов'язкова реєстрація компанії за формою IBC (International Business Company).
  • В залежності від юрисдикції вибирається форма оподаткування.
  • До 15 січня кожного року потрібно сплачувати ліцензійний збір.
  • Сервер інтернет-казино обов'язково повинен перебувати на території юрисдикції, в якій даний ресурс зареєстрований.

Подробиці цих та інших вимог до реєстрації інтернет-казино за кордоном ви зможете уточнити у фахівців компанії «Finance Business Service».

Автор: Юрій Красильников

керуючий партнер Finance Business Service