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					Ky akt është përkthyer nga Autoriteti i Mbikëqyrjes Financiare.


                     Financial Supervisory Authority
                                 BOARD
_____________________________________________________________

                                    REGULATION

                  ON SECURITIES REGISTRARS LICENSING

         Approved by FSA Board Decision Nr. 12 date January 29, 2007

Pursuant to Point 2 of Article 66 of Law No. 8080, date March 01, 1996 “On
Securities”.


                                     CHAPTER I

                                      GENERAL

                                      Article 1
                                        Scope
The scope of this regulation is to define licensing applications, procedures and
deadlines for persons applying to be provided with license to conduct an activity as a
securities registrar.

                                            Article 2
                            Securities Registrar and Register
“Securities registrar”, or “Registrar” for short, is the juristic person licensed by the
Authority whose scope of activity involves securities organizing and administration.
Securities registrar, apart from cases when Commission makes a different decision,
can not conduct other activities that are different from those activities and, for which
the Authority has licensed him. Second instance banks licensed by Bank of Albania
may exercise government securities registrar activity after they are provided with the
relevant license by the Authority.
“Securities register”, or “Register” for short, is the official and legal document kept in
a defined manner, which contains data in terms of securities ownership, transactions
carried out regarding these securities or data in connection with securities pledged as
collateral.
Special register will be named depending on the security type, which will be subject
to registrar’s activity target to register.
Registrar may be licensed to register one or more specified securities.
The name of security or securities, which have become subject to licensing to operate,
will be added in brackets to the securities registrar name.

                                       Article 2/a
In cases when a bank applies for the license to exercise an activity as securities
registrar, then a unit will be established inside the bank, whose activity will be, in
Ky akt është përkthyer nga Autoriteti i Mbikëqyrjes Financiare.


operational and management terms, clearly distinct from the main activity as a bank.

                                       Article 3
                                Securities transactions
Securities transaction is called the act of transferring securities ownership with or
without payment. Securities transaction will, hereinafter, be called transaction.

                                       Article 4
                            Securities Registrar Leaders
Director or leader implies the individual who, regardless of the position that he holds
in a company, exercises leading functions bearing responsibility over registrar’s
activity administration, defining of administration procedures and policies,
establishing and making of agreements with third parties, etc.
Same interpretation to that set forth in Article 2 of Law No. 8080, date March 01,
1996 “On Securities” applies to other definitions.
In cases when a bank applies to be issued with a license to conduct the activity as
Government Securities Registrar, director or leader will imply the individual, who,
regardless of the position he holds, exercises leading functions bearing responsibility
over administration of the activity of the unit aforementioned in Article 2/a of
Regulation.

                                        Article 5
                             Securities Registrar Functions
Registrar, depending on the type of security, for which he has been licensed as
Securities Registrar, has, as its own function, delivering of securities registration
service through organizing the approach of keeping the securities register in such a
way that it ensures adequate data on securities ownership and restrictions of property
rights over these securities.
To perform its functions the Registrar will have the following duties:
1- To organize registration of relevant transactions and changes in registers in order to
identify, at any time, data on the last security owner and the conditions that lead to
restriction of property rights over securities;
2- To make contracts and cooperate with securities issuers;
3- To make contracts and cooperate with accounts clearing and settlement agencies (if
any).
4- To ensure confidentiality of data recorded in the register, apart from cases when
specified otherwise by the effective legal provisions;
5- Other functions set forth in the registrar’s statute and rules and, which are linked
with registrar’s essential functions.


                                    CHAPTER II

                                     LICENSING

                                        PART I
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                               STATUTE ADOPTION

                                       Article 6
                            Statute adoption requirements
The draft statute of a company, which has the securities registrar activity as its scope,
must be presented to the Financial Supervisory Authority before it is registered at the
Commercial Register.
The draft is associated with an official application, by means of which the Authority
approval is requested.
In cases when the Bank Statute does not stipulate the Government Securities Registrar
activity, an addition to the Statute article, which defines the company scope of
activity, will be adopted. The Authority will adopt this amendment based on the same
procedure pursued when adopting the statute, as set forth in the first and second
paragraphs of this article.

                                         Article 7
              Consideration of the Application for Adopting the Statute
The application, before it is presented to the Authority, becomes subject to the same
procedure as set forth in Article 10 of this regulation.
The Authority, in its earliest meeting, considers the presented application and the
draft, the compatibility of statute content with the activity, for which licensing will be
requested, and makes a decision or provides guidelines concerning modifications to
the statute data.
Securities registrar is obliged to comply with Authority guidelines.
The decision will be forwarded to the applicant within five working days and it is part
of the practice, which is presented to the Commercial Register.
Statute adoption does not restrict the Authority in its decision-making at latter stages
in terms of licensing the same entity as Securities registrar.


                                        PART II

                          APLICATION FOR LICENSING

                                       Article 8
                                  Application Form
The applicant will fill out the Application Form adopted by the Authority in
Regulation Nr. 1, date March 28, 1997.
Applications in writing for receiving the license to operate as securities registrar, the
documentation described as per Article 9 of this Regulation and the payment of the
respective fee set forth in Article 18 of this Regulation will be added to the
application form.

                                    Article 9
                Documentation added to the Application Form
The documentation to be added to the Application Form for licensing as a securities
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registrar will include:
1- The statute and the act of foundation of the company;
2- Court decision for registration as a juristic person at the Commercial register of the
Tirana District Court;
3- Registration Certificate from the Tax Office;
4- Data about the company shareholders and their activity over three recent years;
5- If any or several shareholders are juristic persons, key documents, decision for
registration at the Commercial register, as well as, data regarding financial outcome of
three recent years will be presented.
6- Data about the leading personnel and their work experience over three recent years;
7- Detailed data on equipments and utilities to be applied for the organization and
administration of securities register like computer, fixed telephones, fax machines, the
computerization rate of register activity, etc;
8- Document, which certifies renting or any other form of acquiring the facilities
where the registrar will carry out the activity;
9- A copy of the document issued by the respective institution concerning insuring
facilities against fire;
10- Data on the measures taken to insure the facility;
11- Curriculum Vitae of the leaders or of the leaders of the company.
12- Personal declaration of leaders holding that they themselves and the personnel of
Registrar’s administration meet all conditions set forth in articles 13 and 14 of this
Regulation.
13- Internal regulations of functions, which include the following:
    - Rules on register organization depending on the type of security, for which the
    license as Registrar has been received;
    - Rules concerning procedures of securities property transfer, for which the license
    as Registrar has been received;
    - Rules about providing information and maintaining of confidentiality;
    - The contract with the issuer and with the accounts clearing and settlement
    agencies (if any);
    - Rules about procedures and measures in case of activity cancellation or cassation
    upon decision of Registrar’s leading bodies;
    - Rules about procedures and measures in case of activity cancellation or cassation
    upon decision of Authority;
14- Other additional documents that may be required by the respective department
appurtenant to the Financial Supervisory Authority.
Authentic documentation or a notarized copy of it must be presented.
Apart from rules set forth in Point 13 of this Article, the Registrar can draft other rules
that may be deemed as necessary or indispensable by him in terms of exercising the
activity. If these rules are not ready at the moment of presenting the application for
licensing, they will become subject to adoption by the Authority at the moment that
they will be ready.

                                    Article 10
            Application Form and Additional Documentation Delivery
The filled out Application Form and the associating documentation will be delivered
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to the Secretary Office of the Authority.
Up to the final completion of documentation, the applicant will contact with the
Licensing and Monitoring Department, which presents case by case the need for
adding documentation necessary for the applicant’s specific conditions, as per this
regulation, or which provides guidance to make necessary improvements to the
internal draft rules of functioning as a registrar.
Licensing and Monitoring Department will, within 30 days from the Application
Form and associating documentation submission, take all necessary measures to
ensure that the application will be ready to be presented to the FSA Board.

                                        Article 11
                 Consideration of the Application by the FSA Board
After filling in the application, as per paragraph three of article 10, the FSA Board
considers the application in its nearest meeting.
The Financial Supervisory Authority enjoys the right of verification on the spot of
data set forth in Points 7, 9 and 10 of Article 9 of this regulation.

                                       Article 12
                             Response about the decision
The FSA Board will make a decision about approving or refusing issuing of the
license and, five days from making a decision, it will notify in writing the applicant
about its decision.
The FSA Board may postpone making a decision up to its next meeting if it ascertains
that the applicant, depending on his or her specific conditions, must present additional
documents.
The license as securities Registrar will be issued according to the model a dopted by
the FSA Board in the attached Annex 1.


                                    CHAPTER III

                                       OTHER

                                        Article 13
               Requirements and Limitations on Registrar’s Directors
Company directors must meet the following requirements:
- Relevant university education as per the stipulated job position;
- At least 3 years of work experience in compliance with the specialty, for which he or
    she has been issued with a diploma;
- Prior experience in leading positions;
- Have, at least, three letters of recommendation from his or her prior employer.
The person, who is subject to the following limitations, can not be employed as
director in a company, which aims at conducting Securities Registrar activity:
- He or she has been punished for penal offences committed against property and in
    the economic area as set forth in Penal Code;
- He is deprived of the right to exercise state duties;
Ky akt është përkthyer nga Autoriteti i Mbikëqyrjes Financiare.


- He is deprived of the right to hold leading positions;
- He has been announced bankrupt;
- There is a court decision holding his expelling out of the Republic of Albania
   territory.

                                      Article 14
            Obligation to inform if there are changes in documentation
The juristic person licensed to operate as Securities Registrar will present to the
Authority complete information about changes that have been made to the presented
data at the moment of licensing.
This information will be presented to the Authority in no latter than a month from the
moment when changes have occurred along with reasons that have led to these
changes.

                                        Article 15
       The Commission right to be informed and to request for information
Securities Registrar will present to the Authority monthly reports on the progress of
his activity approved by the Company Executive Director. This report must be
presented in no latter than a week from ending of the month, for which report is made.
Securities Registrar will present to the Authority semi-annual and annual reports on
his activity progress adopted by the Security Registrar’s Supervisory Board. This
report must be presented within two months from ending of the period, for which the
report is made.
Securities Registrar, at the beginning of every year, will present to the Commission a
copy of the registration certificate from the tax office.
The Authority may, in every case, require general information from the licensee
concerning specific issues linked with the licensee’s activity as Securities Registrar.

                                        Article 16
                          License cancellation and removal
The Authority can remove the license provided to a company as per this regulation
when:
1- The Registrar does not start the activity within six months from the date of license
    issuance.
2- The licensee ceases the activity, for which he has been issued with a license;
3- The licensee has become subject to liquidation or bankruptcy procedures;
4- The licensee becomes subject to supervised administration procedures;
5- The Authority has reasons to believe that the licensee or any of its leaders or
    employees have failed to accomplish their duties with efficiency and honesty to
    the detriment of investors;
6- The licensee violates any of the biding provisions set forth in the law or in this
    Regulation;
7- The licensee violates any condition or restriction effective from the moment of
    license issuance;
8- Upon licensee’s request.
The Authority, if finding it appropriate, may cancel the license for a defined period or,
Ky akt është përkthyer nga Autoriteti i Mbikëqyrjes Financiare.


until the defined remedy takes place instead of removing it.
The company, whose license has been cancelled or removed, as per this article, will
be considered unlicensed from the date when the Authority will remove the license or
for the entire period in which the license will be cancelled.


                                   CHAPTER IV

                               FINAL PROVISIONS

                                       Article 17
                                Fees and commissions
At the moment of presenting the Application Form and the associating
documentation, the applicant, who applies for a Registrar’s license, will pay an
amount of 10,000 leks;
At the moment of issuing the license, the Securities Registrar will pay an amount of
50,000 leks;
Securities registrar will pays a fee of 100,000 leks per every year of exercising the
activity. This quota will be paid within the month when the license has been issued
and at the same month for every coming year.

                                  Article 18
                              Coming into effect
This regulation comes into effect as of the day of approval by the Financial
Supervisory Authority.


                                                                         Chairman
                                                                  Elisabeta GJONI