Brokerage Activity in Georgia

TaTa Toria

The license necessary fro the beginning of brokerage activity is issued by the National Commission for Securities of Georgia. In case of meeting of the license and original capital requirements, a brokerage company is granted a license for implementation of one or several kinds of activities. In particular:

– Rendering of direct consultations to investors in implementation of investments, including the ones concerning the price of securities, purchase and sale at the time of investments in securities and transactions in foreign currency related to them;
– Rendering of consultations to issuers concerning issuance of securities and attraction of capital;
– Preparation and implementation of distribution of an issuer’s securities on an unwarranted basis;
– Receiving and handing over of a client’s tasks related to securities, implementation of securities transactions with clients’ funds in their interests;
– Management of a client’s investment portfolios and funds allocated for operations with securities;
– Keeping and accounting of a client’s investment funds and securities, as well as rendering of services as a nominal owner of securities;
– Implementation of securities transactions with its own funds and in its own interests;
– Preparation and implementation of distribution of an issuer’s securities on a warranted basis;
– Lending and borrowing of securities to and from clients, as well as using of its own funds for purchasing of securities for clients;
A person that applies to the Commission for obtaining a brokerage company’s license should meet the following requirements:
– It should be registered as a limited liability company or a joint-stock company;
– It should be recognized as a conditional member of a self-regulating organization or the stock-exchange;
– The volume of original capital and borrowed funds should meet the norms determined by the Commission’s rules;
– At least one of the enterprise’s directors should be licensed as a broker;
– None of the members of the brokerage company’s administrative body should be deprived of the right to participate in an administrative body; over the past 10 years he should not have convictions for economic offences, and over the past 5 years he should not have imposed administrative punishments related to gross violations of the securities legislation.
An enterprise that applies to the Commission for obtaining a broker’s license should submit an application with the following enclosed information:
– The brokerage company’s name and its legal address;
– The names of the persons that possess more than 5% of the brokerage company, their addresses, shares in the authorized capital and the number of votes, information on participation in other companies’ activities and control.
– The sphere of activities, for which the candidate wishes to obtain a license;
– The amount of the original own and borrowed capital that is intended for implementation of the activities indicated in the license, as well as the sources of the capital’s funds;
– The statute, the constituent document registered in the court and certified by a notary;
– The balance for the last year or half a year that is certified by an independent auditor;
– A sample of a contract with a client that is drawn up in accordance with the Commission’s rules;
– Other information or documents that can be required by the Commission in accordance with its rules for protection of an investor’s rights.
The Commission can put forward the requirements concerning the maximal amount of the candidate’s original and borrowed capital. On the basis of the requirements concerning the original capital determined by the Commission’s rules it issues both the general license, in accordance with which a brokerage company is entitled to engage in all permitted activities, and special licenses that give brokerage companies the right to participate only in some activities, including the ones related to receiving of funds for purchasing of securities, opening of a money account for a client and implementation of trade operations with own funds. Special licenses can be issued based on the requirement of a brokerage company.
In case of granting a special license to a brokerage company, in contracts concluded with clients and advertising materials this company should clearly indicate the kind of activities for which it is licensed.
The spheres of activities for which the brokerage company was granted a license should also be clearly in the license certificate.
The Commission can also grant a license for implementation of brokerage activities to a physical person. An applicant for obtaining a broker’s license should meet the following requirements:
– He should not have convictions for economic offences over the past 10 years, and over the past 5 years he should not have imposed administrative punishments related to gross violations of the securities legislation and the rules of self-regulating organizations;
– He should pass all qualification examinations organized or recognized by the Commission during 30 days after handing in an application;
Along with an application, an applicant for obtaining a broker’s license should submit the following information and documents:
a) The candidate’s name and address;
b) Documents that confirm passing of the qualification examination organized or recognized by the Commission;
c) Information that the Commission may require in accordance with its rules;
The Commission is entitled to suspend or cancel a license issued to a brokerage company or for implementation of brokerage activities if a licensee:
– Requires cancellation of his license in written form in accordance with the form and procedures envisaged by the Commission’s rules;
– Obtains a license with the help of submission of fake information or other illegal means;
– Does not meet the requirements for which a license was issued;
– A company does not meet the requirements related to the authorizedcapital or cannot fulfill its liabilities to creditors, especially in connection with the safety of entrusted property.
Licensed brokerage companies can be owners-members of the stock exchange only. None of owners-members of the stock exchange have the right to possess, directly or through related persons, more than 10% of votes of the stock exchange. At the stock exchange the total number of votes of brokerage companies, special activities of owners of more than 50% of authorized capital of which is licensed by the same body, except for the Commission, should not exceed a half of the total number of votes at the stock exchange.
As for the duties of brokerage companies, in implementation of purchase and sale of securities, rendering of consultations on trade issues and management of investment portfolio a brokerage company should be represented by a licensed broker. A licensed broker is entitled to participate in brokerage activities only on behalf of the brokerage company that hired him.
A brokerage company should have separate accounts with the purpose of discrimination of its assets, clients’ securities and funds. The rules of management of these accounts are determined by the Commission.
All contracts between a company and its client are concluded in written form in accordance with the Commission’s rules. On the basis of the mentioned rules, in accordance with the best conditions on the market, brokerage companies and brokers provide for the priority of fulfillment of their clients’ tasks: they should not make competition to their client’s task, manipulate with fulfillment of a client’s task or take a decision concerning the fulfillment of a client’s task with the prices and expenses that are less advantageous in comparison with the ones of mediators working on the securities market.
It is prohibited for a broker to give misleading recommendations and information to a client on behalf of the company. In accordance with the Commission’s rules, a brokerage company gives information on feasibility of investments, a potential conflict of interests for the brokerage company and the broker and the financial state of the brokerage firm. A brokerage company is obliged to observe the rules determined by the Commission concerning the capital, keep business accounting and other documents, submit to clients the documents confirming securities transactions, extracts from personal accounts and reports on their financial state, prepare annual and periodical reports on its activities and financial state in accordance with the Commission’s rules.
From the date of the beginning of exchange trade in Georgia (March 2006) to 1 October 2006 487 transactions were made at the Georgian Stock Exchange, 110,8 million – on securities. The total cost transactions made up 191,7 million GEL.
In 2006 79 trade sessions were held and 3587 transactions were made at the Georgian Stock Exchange. Their total volume made up 13,4 million shares, and the total cost – 53,5 million GEL.