About Registration, Corporate & Trust Services
THE ROLE OF THE REGISTRATION, CORPORATE & TRUST SERVICES DIVISION
The Financial Services Commission (the “FSC”) has responsibility for the licensing and supervision of individuals, firms, and corporate entities that provide corporate and/or trust services under the Trust and Corporate Services Providers Act, 2017 (the “TCSP Act”) and the Trust and Corporate Services Providers (Licensing and Operations) Regulations, 2022, both of which were brought into effect on April 25, 2022. The FSC has also been designated as the Competent Authority with respect to persons who provide a trust service or a corporate service.
Licensing and registration of corporate and/or trust service providers is carried out in the Registration, Corporate & Trust Services Division (the “RCTS”) of the FSC which was established in 2020. The RCTS also supports the FSC in its mission to protect consumers of financial services by facilitating a risk-based process of registration and licensing of individuals and entities operating within the Insurance, Pensions, and Securities Industries guided by the following Acts and their attendant regulations:
- Insurance Act
- Pensions (Superannuation Funds and Retirement Schemes) Act (the “Pensions Act”)
- Securities Act
LICENSING AND REGISTRATION REQUIREMENTS
The Insurance Act, Pensions Act, Securities Act, and the TCSP Act, prohibit the carrying on of insurance, pensions, securities, and trust or corporate service providers business respectively without being registered or licensed by the FSC as the case requires. Conducting such businesses without registration or a licence is an offence, which gives rise to liability on summary conviction to the prescribed fines or to imprisonment or both.
In relation to the Trust and Corporate Services Providers sector, an individual, firm, or company that was providing corporate and/or trust services immediately before the appointed day ( April 25, 2022) is now required, within twelve months of the said date to make an application to the FSC for the appropriate licence if they intend to continue providing the services prescribed in sections 14 and 15 of the TCSP Act after April 25, 2022.
It is noted that an applicant for licensing under the TCSP Act is required to appoint a Principal Representative. Each Principal Representative must be registered and an application for the registration of that person must also be submitted to the FSC by the applicant within 30 days of the appointment being made.
Before granting registration or a licence, the FSC will assess whether an applicant for a licence or registration can comply with all requirements for registration or licensing including fitness and propriety.
A licence or registration granted by the FSC, permits in the case of the:
(i) a corporate service provider operating in or from Jamaica to:
(a) act as a coordinator or an assistant in the formation, management or administration of a firm or company
(b) act as (or arrange for another person to act as) a director or secretary of a company, an alternate director or a partner of a firm
(c) provide a registered office, business address, correspondence address or administrative address, for a company, firm, or any other person
(d) act as (or arrange for another person to act as) a nominee shareholder for another person
(e) arrange the establishment of any legal entities not covered by any of the foregoing services and provide any of the foregoing services to such entities
(f) provide such service as the Minister by order published in the Gazette, prescribe as a corporate service
(ii) a trust service provider operating in or from Jamaica to:
(a) create a trust
(b) act as trustee, executor or administrator in relation to a trust
(c) arrange for any person to act as trustee in respect of a trust
(d) provide administration services in relation to a trust
(e) provide such service as the Minister by order published in the Gazette, prescribe as a trust service
(iii) A trust and corporate services provider to provide a combination of corporate and trust services.
The carrying on of any or all of the following classes of insurance business by registered individuals and corporate entities:
(a) Ordinary long term insurance business
(b) Property insurance business
(c) Accident insurance business
(d) Liability insurance business
(e) Pecuniary loss insurance business
(f) Motor vehicle insurance business
(g) Marine, aviation and transport insurance business
(h) Industrial life insurance business
(i) Sickness and health insurance business
(j) Such other classes of insurance business as may be prescribed by the Minister
- The operation of approved superannuation funds and approved retirement schemes by various sponsors
- The administration of approved superannuation funds and approved retirement schemes by corporate entitieslicensed as administrators
- The investment and management of the assets of approved superannuation funds and approved retirement schemes by corporate entities licensed as investment managers
- The carrying on of securities business
- The establishment and operation of collective investment schemes
- The establishment and operation of a stock exchange
- The establishment and operation of a central securities depository
WHO MUST BE REGISTERED OR LICENCED
To conduct business in a relevant capacity, the following individuals and entities must be registered or licensed
under the applicable legislation:
|Insurance||Pensions||Securities||Trust and Corporate Services|
|Administrators||Dealer (Individual or Corporate)||Corporate service providers (Individual or Corporate)|
|Investment Managers||Investment Adviser (Individual or Corporate)||Trust service providers (Individual or Corporate)|
|Corporate and trust services providers (Individual or Corporate)|
|Insurance Companies (Life and General)||Responsible Officer||Responsible Officer||Principal Representative|
|Corporate Brokers||Trustees (Individual and corporate)||Dealer’s Representative|
|Facultative Placement Brokers (Individual and Corporate)||Superannuation Funds||Investment Adviser’s Representative|
|Overseas Reinsurance Brokers||Retirement Schemes||Collective Investment Scheme|
|Local Reinsurance Brokers (Individual and Corporate)|
|Insurance Consultants (Individual and Corporate)|
|Claims Negotiators (Individual and Corporate)|
|Insurance Investigators (Individual and Corporate)|
|Loss Adjusters (Individual and Corporate)|
|Association of Underwriters|
APPLYING FOR REGISTRATION OR A LICENCE
An application for registration or a licence must be made to the FSC accompanied by the relevant Application Form, prescribed fee, and pertinent documents that are specified in the application form or a separate document. Applicants must follow the instructions provided in the application form and separate guidance for completing the form and ensure that the application submitted is fully completed. The application form and other relevant forms and documents for registration or licensing are available on the FSC’s website.
Failure to disclose and submit all necessary information will result in the return of an application package submitted to the applicant where submission was not made in keeping with the specifications by the FSC.
The FSC aims to deliver an efficient risk-based registration and licensing process upon receipt of a complete application package. In making its determination, the FSC may require an applicant to submit additional information or to make such changes as is deemed necessary.
The process consists of an analysis of the business model and strategy as well as fit and proper assessmentsin accordance with applicable legislation. Fit and proper assessments, in keeping with the FSC’s fit and proper policy criteria and competency framework, will be carried out, as prescribed by law, for persons in a position to affect the decision and direction of the applicant such as the senior executives and shareholders of a corporate applicant holding a specified percentage of shares with voting rights (who are collectively referred to in this publication as “Covered Persons” (see the table below). Persons who are required to be registered or licensed are also required to submit the completed fit and proper questionnaire and other specified documents for evaluation of their fitness and propriety.
Covered Persons in Relation to Applicants that are Corporate Entities
|Covered persons mean in relation to an applicant under the Insurance Act:(a) each of the persons managing or controlling an insurance company, or corporate intermediaries(b) the persons who manage an association of underwriters to be registered under the Insurance Act|
|Covered persons mean in relation to an applicant under the Securities Act:(a) the officers or members holding (whether in their own right or when counted with any holding of an associated person) ten per cent or more of the voting shares of a securities dealer company(b) the officers or members holding (whether in their own right or when counted with any holding of an associated person) ten per cent or more of the voting shares of an investment adviser company(c) in respect of a local collective investment scheme, the operator, the responsible officer, and every provider of services in respect of the scheme(d) members of the board of a recognized stock exchange|
|Covered persons mean in relation to an applicant under the Pensions Act:(a) a person having a material interest in or control of shares equivalent in value to ten per cent or more of the applicant’s total shares which carry voting rights; (b) the members of the applicant’s board of directors (including any person the applicant proposes to appoint to the board); (c) the applicant’s manager, assistant manager, accountant, and company secretary;(d) the person who (by whatever name called) performs the duties normally carried out by any of the officers specified in paragraphs (b) and (c)|
|Covered persons mean in relation to an applicant for licensing under the Trust and Corporate Services Providers Act: (c) each officer (director, secretary or senior executive, by whatsoever name called, of the applicant firm, company or other entity) (d) each person beneficially entitled (directly or indirectly and whether alone or in association with others) to the prescribed percentage of the issued shares or other ownership interest in the applicant or a licensee(e) in the case of a partnership, each general partner(f) the applicant’s manager, assistant manager, and accountant|
Once an applicant has satisfied the requirements for registration or licensing, a certificate of registration or a licence will be issued by the FSC with or without terms or conditions attached. The FSC may vary, amend, suspend, or revoke registration or a licence granted in giving effect to the relevant legislation.
Where however an applicant fails to meet the requirements, the applicant will be informed of the FSC’s decision to refuse to grant registration or a licence as the case requires, the reason therefor, and the availability to the applicant of an opportunity to be heard.
The FSC maintains registers of all persons and entities that it has registered or licensed under the various legislation it administers. The registers generally contain details of the name of the registrant or licensee and the services/business they are authorized to provide/conduct, among other things. The registers should prove to be a useful tool in assisting persons to ascertain which individuals and entities are authorized to conduct business in insurance, pensions, securities, and the trust and corporate services industries in Jamaica.
The FSC’s registers are updated periodically. Consequently, it may not contain the most up-to-date information of registered and licensed persons and entities.
A list of registered and licensed persons (individuals and corporate entities) is available on the FSC’s website. If the information for a person or entity is not found, or if there is uncertainty about the status of a particular registrant or licensee please contact the FSC.
Before entering into a business transaction, members of the public can check the regulatory status of the individual or entity they are dealing, or intend to deal, with.
Members of the public can also report unauthorized persons and entities directly to the FSC.
RENEWAL OF LICENCE OR REGISTRATION
Licensees and registrants who are required to renew their licence or registration, as the case requires, should do so annually on or before the date of the grant of the licence or registration. Failure to do so can result in the expiring of the licence and prohibition from conducting business in the areas for which the licence or registration was granted.
ON-GOING SUPERVISION OF TCSP
The RCTS also has responsibility for the ongoing supervision of all individuals and entities licensed as a corporate and/or trust services provider. This involves determining each licensee’s compliance with their continuing legal obligation, providing proposals for the further development of related legislation, and supporting the development of the sector through a risk-based approach that inter alia:
(1) incentivizes the maintenance of high standards of conduct, ethics, and competence in the provision of services.
(2) protects the reputation of Jamaica.
The RCTS will conduct ongoing assessments of trust and corporate service providers through the collection and analysis of data to identify and monitor risks, improve practices in the TCSP sector and pursue any misconduct. Compliance by licensees with legal and regulatory requirements will be promoted through off-site and on-site examinations, bulletins, guidelines, and other publications, and where appropriate, referrals for enforcement action.
Bulletins, guidelines, discussion papers, and other publications are issued by the FSC from time to time to assist new applicants, registrants, and licensees, and also the public to understand statutory provisions and related requirements as well as applicable supervisory policies.