Securities (Registration, Licensing and Corporate Governance) (Amendment) Rules, 2025 (No. 8)

The Securities and Exchange Commission has rewritten the Third Schedule to the Securities (Registration, Licensing and Corporate Governance) Rules, 2010 and made three smaller amendments to the rules themselves.

Two of the smaller changes bite immediately. An application fee is now expressly non-refundable if the licence application is rejected. And cancelling or suspending a licence no longer wipes the slate: the person remains bound by any obligation incurred or assumed while the licence was valid.

The new Third Schedule is the substance. Every applicant and licensed person must appoint a principal officer — defined as the person responsible for managing the entity — who must hold a degree from a university or institution accredited with the Zimbabwe Council of Higher Education in economics, law, accounting or finance, mathematics or statistics, actuarial science, investments, banking and finance, business studies or administration, insurance or risk management, or be a full member of one of fourteen named professional bodies including ICAZ, ACCA, CIMA, the CFA Institute, CISI, the Law Society of Zimbabwe and SAIFM. On top of the qualification, experience is set by licence type: two years practising as a securities dealer for a dealing firm, and five years for investment management, investment adviser, transfer, custody and trustee licences, of which three must be at managerial level.

Every licensed person that is a company must also appoint a compliance officer, on a similar qualification or membership test. The compliance officer promotes and monitors compliance, reports to the board committee dealing with risk and compliance, and reports to the Commission directly on the holder's compliance with its directives and guidelines. A resigning compliance officer must tell the Commission why, and the licence-holder must report the resignation and its reasons without delay. A vacancy must be filled substantively within three months, with a senior employee who is not the principal officer holding it in the meantime.

Individual dealers need eighteen months in the back or trading office of a dealing firm, in securities regulation, or in securities exchange management, plus a qualifying degree or professional membership; dealing on your own account requires two years employed as a securities dealer in a dealing firm. Every dealing firm must have at least two licensed dealers. Every licensed person must staff its licensable activities properly, ensure directors and employees are fit and proper under section 41 of the Act, and operate from premises the Commission approves before operations begin.

Training is now mandatory and continuing. Every applicant must write and pass an examination set by the Commission before the licence is approved, every licensed person must attend seminars or write examinations the Commission requires, and licence holders must complete continuous professional development points set by the Commission from time to time. Where a qualification comes from an institution the Zimbabwe Council of Higher Education has not accredited, the Commission may require the applicant to pay for an assessment by that Council, which then determines whether the qualification counts.

A few numbering slips survive in the published text: paragraph 2 runs from subparagraph (3) to (5) with no (4), subparagraph (5) refers to a compliance officer "appointed under subparagraph (1)(b)" although paragraph 2(1) has no lettered subparagraphs, and the equivalence catch-alls cite ranges that do not match the lists they close.