What we do
- To take all available steps to ensure that this Act and any rules made under this Act are complied with;
- To supervise and monitor the activities of any securities exchange and the settlement of transactions in securities;
- To license and monitor the activities of securities exchanges, dealers, investment advisers and their respective representatives and of persons who, within the meaning of rules made under this Act, are non-bank custodians or service registrars;
- To approve the constitutions, charters, articles, by-laws, rules and regulations governing and pertaining to any securities exchange;
- To make, issue, monitor and enforce rules for the conduct of participants in the securities industry and for the supervision and investigation of that conduct, including rules relating to licensing and for the revocation and suspension of licences;
- To promote and encourage high standards of investor protection and integrity among members of any securities exchange;
- To support the operation of a free, orderly, fair, secure and properly informed securities market;
- To regulate the manner and scope of securities on any securities exchange, the exchange rules, listing requirements, margin requirements, capital adequacy requirements, disclosure and periodic reporting requirements, trade settlement and clearing requirements;
- To take all reasonable steps to safeguard the interest of persons who invest in securities and to suppress illegal, dishonorable and improper practices in relation to dealings in securities, whether on the securities exchange or otherwise;
- To take all reasonable steps to promote and maintain the integrity of persons licensed under Part IV and encourage the promulgation by such persons of balanced and informed advice to their clients and to the public generally;
- To consider and suggest proposals for the reform of the law relating to the securities industry;
- To encourage the development of securities markets in Zambia and the increased use of such markets by investors in Zambia and elsewhere;
- To promote and develop self-regulation by securities exchange;
- To co-operate, by the sharing of information and otherwise, with other supervisory bodies in Zambia and elsewhere;
- To exercise and perform such other powers, authorities, duties and functions as may be conferred or imposed upon it by or under this or any other Act.
Organisation of the SEC
(1)The Commission shall consist of seven members, being nominees from each of the following organisations:
- The Bank of Zambia;
- The Law Association of Zambia;
- The Zambia Institute of Chartered Accountants;
- The Zambia Council of Commerce and Industry;
- The Non-Governmental Organisation Coordinating Committee;
- The Lusaka Stock Exchange;
- The Ministry of Legal Affairs.
(2)The members of the Commission shall be nominated by their respective organisations and shall be appointed by the Minister.
(3) Two of the members shall, in and by the terms of their respective appointments, be appointed as the Chairman and Vice-Chairman of the Commission.
(4) Pending the appointment by the Minister of the members of the Commission, each of the persons who, immediately before the commencement of this Schedule, held office as Chairman or as a member of the Zambia Stock Exchange Council under the Stock Exchange Act, 1990, shall be deemed to be the Chairman or a member, respectively, of the Commission for a period of ninety days after that commencement or until a replacement is sooner appointed.
(5) A person shall not be appointed under subclause (2), or hold office under subclause (4), as a member of the Commission if he
- Is an undischarged bankrupt
- Has been convicted of an offence under this Act
- Has been convicted of an offence involving fraud or dishonesty; or
- has been convicted of an offence against any other written law and sentenced to a term of imprisonment of not less than six months without the option of a fine.
Laws that Govern the Industry
Securities Act of 1993
Often referred to as the "truth in securities" law, the Securities Act of 1993 has two basic objectives:
* require that investors receive financial and other significant information concerning securities being offered for public sale; and
* prohibit deceit, misrepresentations, and other fraud in the sale of securities.
The full text of this Act is available Here [1,467 KB]
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Registration
Purpose of Registration
A primary means of accomplishing these goals is the disclosure of important financial information through the registration of securities. This information enables investors, not the government, to make informed judgments about whether to purchase a company's securities. While the SEC requires that the information provided be accurate, it does not guarantee it. Investors who purchase securities and suffer losses have important recovery rights if they can prove that there was incomplete or inaccurate disclosure of important information.
Registration Requirments
1. Formal letter signed by duly authorized officer of issuer (in case of public offer prospectus)
2. Letter to state names and addresses of issuer’s principal bankers, authorized legal or other representatives.
3. Where a prospectus is required, declaration must be made that the prospectus bears all the information required by law and there are no material facts that have been omitted.
4. Supporting documents:
- Certified copy of articles of association
- Certified copy of certificate of incorporation
- Annual report and accounts covering the last three years, immediately preceding the application, of issuer and its subsidiaries (shorter term may be accepted by Commission)
- Certified copy of the resolution of issuer in general meeting authorizing the issue and allotment of the securities in respect of which application is made.
- Certified copy of the resolution of the board of directors authorizing the issue and allotment of the securities the making of the application for registration, and approving and authorizing issue of prospectus (where prospectus required).
5. A certified copy of the resolution of the issuer in general meetings (or of the board) authorizing alternation in share capital, or any mergers or amalgamation within the last five years.
6. Copy of trust deed or other document securing or consulting the securities for debt securities.
7. Such other documents as Commission may require (in its sole discretion)
INFORMATION IN APPLICATION FOR REGISTRATION
- Name of applicant, date of incorporation
- Principal registered office address, or each office at which securities register is kept.
- Date of application for request for registration; amount, class par value stating whether fully paid.
- Estimated market value (total capitalization for debt securities) of the applicant
- Estimated market capitalization for securities to be registered
2. Capitalization
- Designation/class of securities
- Number of securities authorized
- Number of securities issued
- Par value
- Amount paid up
- Names of directors, officers of issuer and their shareholding
- Number of substantial shareholders and their respective holdings
3. History and Nature of Business
- General nature of business and products
- Brief history from inception to date of application
- Principal business now carried on and products and markets, remain sources of supply, volume of output last 3 financial years and of the current year latest date available for the issuer and its subsidiaries; if any
4. Summary of earnings on a consolidated basis for the last 3 years
5. Number of employers
6. Who are regularly employed, and if subject to seasonal fluctuations, the maximum and the minimum numbers involved.
7. Tabulation of the balance sheet; for each of the 3 years, to include the net tangible assets
8. Description of any subsidiaries
9. Dividend record; the number of consecutive years in which this has been paid and frequency of payments.
10. Description of all properties, including for subsidiaries
11. Litigation; any such matters of material importance pending or threatened
12. Full description of the management, including their qualifications, experience, family relationship to each other and any business interest in the application