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GIST

Banking (Victoria Falls International Financial Services Centre) (Securities, Capital Markets and Collective Investment Funds) Regulations, 2026

Capital markets firms at the Victoria Falls centre get base capital floors — US$5 million for a clearing house, US$2.5 million for an exchange, US$1 million for a principal dealer, US$50,000 for a crowdfunding platform — plus Basel-style risk capital and a full market abuse regi…

These regulations govern everyone conducting capital market activity at the Victoria Falls centre: investment firms, exchanges, clearing houses, depositories, crowdfunding platforms, digital asset platforms and collective investment funds. Conducting that business unregistered is prohibited outright.

The First Schedule sets base capital by category: US$100,000 for a non-custody investment adviser or fund manager, US$150,000 for a fund administrator, US$200,000 for a collective investment scheme manager, US$250,000 for a custodian or trustee and for an agency-only dealing firm, US$500,000 for a digital asset or token platform, US$1 million for a principal dealing firm doing market-making, US$2 million for a central securities depository, US$2.5 million for an authorised securities exchange, US$5 million for an authorised clearing house, and US$50,000 for a crowdfunding platform. A recognised foreign broker needs US$100,000 as a local liquidity buffer.

Licence fees sit alongside: US$2,000 application and US$5,000 a year for an adviser or fund manager, US$5,000 and US$15,000 for a custodian or agency dealer, US$10,000 and US$25,000 for a principal dealer, US$25,000 and US$50,000 for an exchange, US$30,000 and US$75,000 for a clearing house, US$20,000 and US$40,000 for a CSD, US$7,500 and US$15,000 for a digital asset platform, US$1,000 and US$2,500 for a crowdfunding platform.

Capital resources are ordinary paid-up equity, share premium, retained earnings and reserves, less interim losses, goodwill and intangibles, tangible fixed assets, deferred tax assets relying on future profitability, own shares, reciprocal cross-holdings, loans to affiliates and anything not readily realisable. Capital is recognised in Basel terms — Tier 1 core equity, additional Tier 1 perpetual subordinated instruments, Tier 2 subordinated debt of at least five years' maturity capped at 100% of Tier 1, and green or ESG-linked instruments meeting Basel permanence and loss-absorption criteria. Intermediaries need only their base capital; other firms add credit, market and operational risk capital, with dealing firms holding at least 8% of risk-weighted assets for credit risk under Basel.

Market institutions carry a further layer: risk management, conflicts of interest rules, a code of conduct, technology resources, confidentiality and cyber security, business rules with monitoring and financial penalties, admission and membership criteria, direct electronic access rules, measures to prevent and report market abuse and financial crime, safeguarding of users' assets, transaction recording, complaints handling and a trade repository. Exchanges get rules on fair and orderly trading, order execution, market making, trading controls, tick sizes, short selling and position management, liquidity incentives, derivative contract design and transparency. Clearing houses get admission, risk management, loss allocation, credit risk, collateral, margin, liquidity, settlement and default rules.

Crowdfunding platforms are regulated in unusual detail: risk disclosure, publication of default and failure rates, risk acknowledgement forms, due diligence on borrowers and issuers, a ban on advertising proposals outside the platform, equal treatment of lenders, staff barred from using their own platform, business cessation plans, a cooling-off period, target funding amounts and lending, investment and fundraising limits.

Collective investment schemes get a full regime — domestic, foreign and external funds, open and closed-ended, fund manager and trustee duties, registration, oversight arrangements, marketing and prospectus requirements, transfer schemes and winding up, and the Centre's power to issue stop orders.

Finally there is a market abuse chapter: definitions of inside information, unlawful disclosure, insider dealing, market manipulation, accepted market practice, market soundings and record keeping, plus disclosure obligations — publishing inside information, keeping insider lists, and notifying managers' transactions. Foreign online brokers can be recognised, direct electronic access clients passported, and an expedited registration route exists for foreign brokers.

What changed

  • Base capital set by category: US$5m clearing house, US$2.5m exchange, US$2m CSD, US$1m principal dealer, US$500,000 digital asset platform
  • US$250,000 for custodians, trustees and agency dealers; US$200,000 for CIS managers; US$150,000 fund administrators; US$100,000 advisers; US$50,000 crowdfunding platforms
  • Annual licence fees from US$2,500 for a crowdfunding platform to US$75,000 for a clearing house
  • Capital recognised in Basel tiers, with Tier 2 subordinated debt of at least five years capped at 100% of Tier 1
  • Dealing firms must hold at least 8% of risk-weighted assets for credit risk, plus market and operational risk capital
  • Market institutions must maintain business rules, cyber security, market abuse detection, asset safeguarding and a trade repository
  • Crowdfunding platforms must publish default and failure rates, use risk acknowledgement forms, and observe cooling-off periods and funding limits
  • Full collective investment scheme regime covering domestic, foreign and external funds, oversight, marketing and winding up
  • Market abuse regime covering insider dealing, unlawful disclosure, manipulation, insider lists and managers' transaction notifications
  • Recognition and expedited registration routes for foreign brokers, with passporting of direct electronic access clients

Who this affects

  • investment advisers, fund managers and administrators at the centre
  • dealers, custodians and trustees
  • securities exchanges, clearing houses and central securities depositories
  • crowdfunding and digital asset platform operators
  • collective investment fund managers and trustees
  • foreign brokers seeking recognition at the centre

Plain-language summary — not legal advice. Always read the full instrument.