Derivatives Issuers

Page last updated: 29 Oct 2019

Under the FMC Act, you must be licensed to make a regulated offer of derivatives. A regulated offer includes any offer of derivatives when disclosure must be made to one or more investors. See section 388 of the FMC Act for definitions of what is a financial product and who is derivative issuer.

Before you apply for a licence

There are some things you can do to ensure your application runs as smoothly as possible:

review the licensing guides and documents below as they contain all the information you need to know so you can complete and submit your application
set up your RealMe® login details early
focus on the minimum standards – we will assess your business against them when processing your application
we’re here to help so please contact us if you have any questions either by email fmcapplications@fma.govt.nz or phone 0800 434 567.

How to apply

Please contact us to get a copy of a licence application, either by email fmcapplications@fma.govt.nz or phone 0800 434 567.

Our two licensing guides (PART A and PART B)

PART A
This guide contains information about the licensing process and includes many FAQs you might have and explains how to use our online application form(currently unavailable); create a RealMe^® identity, if you don't already have one and pay your licensing fee.

PART B
This guide contains all the specific questions you’ll be asked and the minimum standards you’ll need to show you meet. It also details the information and supporting documents you’ll need to provide when you submit your application.

Standard conditions for derivatives issuer licences

In your application, you'll need to demonstrate how you can meet the minimum standards and conditions for your licence - or ask us for a limit or variation using the forms below. This is very important because when a licence is granted, they contain conditions that support your licensee obligations. They include conditions imposed by the FMC Act, the regulations, and any conditions imposed by the FMA.

Licensing overview report 2017: what you need to know to meet your licence obligations.

It is helpful to read the Licensing overview report alongside the guide to the FMA’s view of conduct. Together, these documents give a good indication of our areas of future focus, our overall approach to monitoring; and what we expect of licensed providers of financial products and services.

Licensing declarations and certificates

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For applicants

SD1.0 Certificate of compliance and authority to apply (applicant or their authorised person)

SD1.1 Declaration by current/proposed director of licence applicant

SD1.2 Declaration by current/proposed senior manager of licence applicant

SD1.3 Curriculum vitae of management team member of licence applicant

SD1.4 Declaration by Independent trustee (individual) - a combined certificate and declaration

For related bodies of the applicant

SD2.1 Declaration by executive director of related body to licence applicant

SD2.2 Declaration by senior manager of related body to licence applicant

For relevant parties to the applicant

SD3.1 Declaration by director of relevant party to licence applicant

SD3.2 Declaration by senior manager of relevant party to licence applicant

SD3.3 Declaration by individual relevant party to licence applicant (such as owner)

Amendments and changes

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Changes to directors or senior managers of a licensee and/or key personnel of an authorised body

(Refer Financial Markets Conduct Regulations 2014 r 191)

Notification of change of director or senior manager by licensee and/or key personnel of authorised body

This notification form must be completed and emailed to compliance@fma.govt.nz.

Notification required by licensing standard conditions

To notify us of a change in your key people and managers as required by the licensing standard conditions, please send an email to compliance@fma.govt.nz outlining what the changes are and the qualifications and experience of the new or replacement personnel, e.g. attach their c.v.

Note that this is a standard condition for the following licence types: DIMS, crowdfunding, independent trustee (for corporates), MIS and peer-to-peer lending.