Statutory documents
2023 year 1398th anniversary
Financial Services
The Financial Services and Markets Act (Digital Securities Sandbox) Regulations 2023
Release Date:
2023 January 12
Date of submission to Parliament:
2023 January 12
Effective Date:
2024 January 1
英国财政部根据《2023年金融服务与市场法案》第13条(1)、(4)、(5)、(6)款、第14条(3)款、第16条(1)款、第83条(1)款和第84条(2)款的授权，并参考该法案的附表4，制定了本条例。
In accordance with section 16(1) and (2) of the Act, the Treasury has consulted the Bank of England and the Financial Conduct Authority (as designated regulators) and such other experts as the Treasury considers appropriate before making these regulations.
Reference name, implementation time and implementation area
1.—(1) These regulations may be referred to as the Financial Services and Markets Act 2023 (Digital Securities Sandbox) Regulations 2023.
(2) This Regulation shall come into force on January 2024, 1.
(3) This Ordinance applies to England, Wales, Scotland and Northern Ireland.
Glossary
2. In these Regulations—
“the Act” means the Financial Services and Markets Act 2023;
“FMI Ancillary Activities” means the activities referred to in Article 3(6);
“appropriate supervisory authority” shall have the meaning given in Article 3(8);
“Digital Securities Depository” or “DSD” means a Sandbox Entrant that is permitted to engage in one or more of the DSS activities referred to in Section 3(5)(b) under the FMI Sandbox Arrangements;
“Digital Securities Sandbox” or “DSS” has the meaning set forth in Section 3(1);
“DSS Activities” means activities approved in the SAN for Sandbox Entrants;
“Established in the United Kingdom” means an entity established under the laws of any part of the United Kingdom and having its registered office or head office in the United Kingdom during the FMI Sandbox Arrangement;
“FMI Sandbox Instrument” means the instrument as defined in Section 3(7);
"Platform" means a form of market infrastructure, including a type of venue or facility, where FMI activities are carried out in a DSS and for which a SAN is intended;
“Sandbox Approval Notice” or “SAN” means the notice issued under clause 5(5);
“Sandbox Selectees” means those persons who submit an application and are approved under section 5(2)(a) or (b) to participate in the FMI Sandbox Arrangement;
“User” means the person referred to in Section 3(4)(a).
Creating and operating a Financial Market Infrastructure test environment
3.—(1) The purpose of these regulations is to establish a financial market infrastructure test environment (the “digital securities test environment” or “DSS”) for the purpose of exploring how emerging technologies, such as distributed ledger technology, can be applied in financial market infrastructure activities, consistent with the objectives of section 13(1)(a) and (b) of the Act.
(2) The following types of financial market infrastructure established in the United Kingdom may apply to join the testing environment and conduct one or more of the activities listed in paragraph (5) therein:
(a) an investment exchange recognised in the United Kingdom, excluding overseas investment exchanges;
(b) an approved central securities depository;
(c) certain persons who are investment companies and who hold the right to operate a multilateral trading facility under section 2001D of the Financial Services and Markets Act 25;
(d) certain persons who are persons who have the authority to operate an organised trading facility under section 2001DA of the Financial Services and Markets Act 25 and are investment companies;
其中，“第4A部分许可”和“投资公司”分别按照2000年金融服务与市场法案第55A(5)条和第424A(1)条的定义。
(3) The Supervisory Authority may decide to allow other persons established in the United Kingdom to apply to join the test environment to conduct the activities referred to in paragraph (5).
(4) The following persons may engage in activities in the testing environment that are relevant to the sandbox participant’s DSS activities, including the performance of relevant ancillary FMI activities:
(a) Users who use the Sandbox Participant Services;
(b) service providers that directly or indirectly provide services to Sandbox participants or users in (a) above;
(c) persons involved in activities or services relating to financial market infrastructure related instruments used in the testing environment.
(5) The testing environment must cover one or more of the following financial market infrastructure activities that are part of the business of a participant referred to in paragraph (2) or (3):
(a) operating a trading venue;
(b) the following functions related to the financial instruments used in the testing environment:
(i) maintenance;
(ii) notarization;
(iii) Liquidation.
(6) Activities supporting the following activities may also be included in the scope of the test environment:
(a) an activity described in paragraph (5)(a) or (b);
(b) the activities of a person or sandbox participant referred to in paragraph (4).
(7) 在这里，“金融市场基础设施相关文书”指的是2001年金融服务与市场法案规定活动命令附表2的第1至3项和第11项中规定的工具，这些工具被用于第(5)段描述的活动。
(8) In these regulations, “appropriate regulatory authority” means:
(a) in relation to an activity under subsection (5)(a), means the Financial Conduct Authority;
(b) in relation to an activity under subsection (5)(b), means the Bank of England;
(c) if a sandbox participant engages in activities under both (5)(a) and (b), the Financial Conduct Authority and the Bank of England.
Application procedures and requirements for the Financial Market Infrastructure Testing Environment
4.—(1) 符合条件并根据第3条(2)项有资格申请的人，或是经第3条(3)项允许申请的人，可以向相应的监管部门申请参与金融市场基础设施测试环境。
(2) The application must be submitted in the manner prescribed by the regulatory authorities and must provide relevant information required by the regulatory authorities, which may include:
(a) the activities that the applicant intends to carry out in the test environment, including the activities referred to in Article 3(5) and related financial market infrastructure auxiliary activities;
(b) the testing environment tools that the Applicant will use when conducting the above activities on its platform;
(c) if the activities referred to in Article 3(5) are carried out outside a testing environment, the existing legal barriers or difficulties in using emerging technologies;
(d) the specific scale and scope of the activities referred to in Article 3(5) that the applicant intends to carry out; and
(e) Such other information as the Supervisory Authority may require in order to assess the applicant’s eligibility.
Decisions on Financial Market Infrastructure Sandbox Participation Applications
5.—(1) An application for approval to participate in a DSS submitted pursuant to section 4 must be determined by the appropriate supervisory authority.
(2) The appropriate regulatory agency may—
(a) approve the application;
(b) approve the application but subject to any variation or conditions imposed on the approval sought; or
(c) refuse the application.
(3) The appropriate regulatory authority must give the applicant written notice that the application has been determined.
(4) A notice of a decision given under subsection (3) must include the reasons for the decision made under subsection (2)(b) or (c).
(5) If the appropriate regulatory authority approves an application to participate in the DSS, it must issue a Sandbox Approval Notice (“SAN”) to the Sandbox Participant, which must specify—
(a) authorise the financial market infrastructure activities involved;
(b) any ancillary FMI activities that a Sandbox Participant is permitted to carry out under the FMI Sandbox Arrangement;
(c) any further approval, modification or variation of approval (including cancellation or suspension) in respect of a financial market infrastructure activity designated under Article 3(5).
(6) Appropriate regulatory agencies may include in the SAN—
(a) a description of the financial market infrastructure activities or ancillary financial market infrastructure activities that is narrower or broader than that specified by the sandbox participant in its application;
(b) any other conditions, restrictions, approvals or limitations that the appropriate supervisory authority considers appropriate for carrying on financial market infrastructure activities or activities that assist financial market infrastructures;
(c) How FMI Sandbox instruments should be recorded and settled.
(7) A sandbox participant may apply to the appropriate supervisory authority to amend, suspend or cancel its SAN and, in such event, the provisions of paragraphs (1) to (6) shall apply with the necessary modifications to that application as they would apply to an application for approval to participate in the FMI Sandbox.
Regulatory requirements and overall restrictions under the sandbox arrangement
6.—(1) In the implementation and administration of the Financial Market Infrastructure Sandbox programme, the regulations applicable to supervisory authorities, sandbox entrants and relevant persons engaging in DSS activities will be adapted and adjusted in accordance with the modifications set out in the Schedule.
(2) Even if a person is no longer a participant in the sandbox scheme or no longer falls within the description of Article 3(4), the DSS activities they previously carried out as a sandbox participant or associated person will continue to be subject to the revised provisions of the relevant regulations, in particular those relating to the exercise of the supervisory authority’s powers.
(3) Sandbox participants are required to publicly disclose the specific scope of their approval to participate in the sandbox program.
(4) The Ministry of Finance may, after consultation with the regulators, direct the regulators to impose restrictions on all or ancillary FMI activities in the sandbox program. The restrictions may be based on quantity, amount or other relevant criteria.
Establishment of regulatory rules
7.—(1) The Regulator shall have the power to prescribe rules for sandbox participants that are necessary or appropriate for the implementation and administration of the FMI sandbox programme.
(2) Rule-making capabilities include:
(a) provide that certain previously applicable regulatory rules no longer apply;
(b) modify the applicability of these rules;
(c) determine whether those rules apply and whether they need to be applied with modification.
(3) The power to make rules also includes the power to make new rules for relevant regulations that are no longer applicable.
(4) The following situations involve:
(a) any rules made under those provisions;
(b) Rules already made by the Regulatory Authority which fall within the relevant statutes.
(5) The regulator may exempt or modify the rules as necessary to:
(a) make certain rules not apply to all or certain types of sandbox participants;
(b) Make the rules applicable, after modification, to all or specific types of sandbox participants.
(6) The Regulator may exercise the above powers to exempt or amend the rules by issuing orders which may be subject to conditions.
(7) The references to the making of rules, and to their application or non-application to sandbox participants or to particular categories of sandbox participants, also apply to persons described in Article 3(4).
Adjusting technical specifications
8.—(1) The Supervisory Authority may make adjustments to existing technical regulations under any relevant legal framework where it considers it necessary or appropriate for the implementation and administration of the FMI Sandbox Programme.
(2) The authority to modify technical specifications includes:
(a) specify that certain technical specifications are not applicable to the FMI Sandbox Program;
(b) adjust the way in which technical specifications are applied in the scheme;
(c) Determine whether the Technical Specifications are applicable to the Plan and whether they require modification.
(3) 当FSMA 2000法案的第138P条款被该法案的附表1第4部分废止并开始实施时，本规定将失效。
Supervision and management of FMI sandbox
9.—(1) The Supervisory Authority must continuously monitor the operation of the DSS.
(2) The regulator must ensure that—
(a) provide ongoing supervision of each sandbox participant, a responsibility that will be the responsibility of the relevant regulatory authority;
(b) Track, monitor and, if necessary, adjust the DSS activities described by each sandbox participant in its SAN, including arrangements for the cleanup and exit of these activities in advance of the end of the FMI sandbox program.
(3) The regulator has the power to require sandbox participants to—
(a) provide specified information or documents;
(b) start or stop certain activities within the FMI Sandbox Program.
(4) The regulator must publish publicly (including on its website)—
(a) details of the FMI sandbox programme, ensuring that sandbox participants and relevant persons referred to in Regulation 3(4) are aware of it;
(b) specific documents by which regulatory bodies establish rules and technical standards;
(c) details of any exemptions made pursuant to regulations 7(5) and (6) published by the SAN.
Cooperation between regulators
10.—(1) Banks and the FCA must take such steps as they consider appropriate to co-operate in the operation and supervision of the DSS.
(2) The Bank and the FCA should develop and maintain a memorandum of understanding setting out how they intend to work together and how they will collaborate in the operation of the DSS and in the dual supervision of specific sandbox participants.
(3) The above-mentioned MOU shall cover the following matters related to DSS:
(a) Approve or adjust the permission of a Sandbox Participant to join the FMI Sandbox Program.
(b) making rules;
(c) exercising law enforcement powers;
(d) promote the objectives of the DSS as described in Regulation 3(1).
(4) The Bank and the FCA may comply with the requirements of subsections (2) and (3) by amending an existing memorandum of understanding or by entering into a new memorandum of understanding.
(5) The bank and the FCA must publish the memorandum currently in force in a manner that makes it most accessible to those concerned.
FMI Sandbox schedules reporting times
11. 法案第14(3)条规定的日期被定为2028年1月10日。
Modify, suspend, and cancel sandbox authorization notification
12.—(1) If a sandbox participant fails to comply with a requirement of these Regulations, or if the Regulator considers it necessary or appropriate for the implementation and operation of the FMI sandbox arrangement, the Regulator may choose to—
(a) Modify the sandbox authorization notice;
(b) Suspension of Sandbox Authorization Notice; or
(c) Cancellation of Sandbox Authorization Notice.
For relevant sandbox participants.
(2) If the regulator exercises its powers under subsection (1) to modify the DSS activities under a sandbox authorisation notice, it may impose such restrictions, conditions or regulations as it considers appropriate.
(3) If the regulator exercises a power under subsection (1), it must notify the sandbox participants in writing in a manner that ensures that the sandbox participants are aware of the exercise of that power and—
(a) must state the reasons for exercising the power and clarify whether the modification, suspension or cancellation of the sandbox authorization notice will take effect immediately or on a specific date;
(b) Sandbox participants may be required to terminate their DSS activities or transfer those activities outside the FMI sandbox arrangement within a certain period of time.
FMI Sandbox Program terminated
13. These regulations will expire on January 2029, 1.
Scott Mann
Amanda Soloway
Two Lords Commissioners from the Treasury representing the hon.
2023 January 12
Regulation 6
Schedule Legislation Amendments
Part 1
(a)
第2部分包括对2014年7月23日欧洲议会和理事会关于提高欧盟证券结算和中央证券存管所效率的条例（EU）No 909/2014（即“英国CSDR”）的修改。
(B)
Part 3 includes amendments to the Financial Services and Markets Act 2000 (FSMA 2000).
(C)
Part 4 includes amendments to the Corporations Act 2006 (CA 2006).
(D)
Part 5 includes amendments to the Uncertificated Securities Regulations 2001.
Part 2
This section details the amendments to Regulation No. 909/2014 (the “UK CSDR”) and the amended version in this section is referred to as the “DSS CSDR”. The provisions specified in the first column of the table have been amended accordingly in the second column.
Reserve |
modify |
Article 2(1)(1) |
Deem the definition of “central securities depository” or “CSD” to include a sandbox participant approved to conduct DSS activities under Section 3(5)(b) |
Article 2(1)(3) |
Think of the definition of “immobilization” as excluding the word “physicalization.” |
Article 2(1)(4) |
The definition of “dematerialized form” is considered to include FMI Sandbox Instruments recorded or fixed on a Sandbox Participant’s platform. |
Article 2(1)(8) |
Treat the definitions of “financial instrument” or “security” in Article 3 as referring to the FMI Sandbox tool set out in Article 3(7). |
Art2(1)(9) |
The term “transfer order” has the meaning given to it in the Financial Markets Insolvency (Settlement Finality) Regulations 1999(13). |
Article 2(1)(27) |
The definition of “delivery and payment” or “DVP” is considered to include the transfer of securities, which may be related to a settlement mechanism across one or more systems. |
Article 2(1)(28) |
The definition of “securities account” is considered to include accounts or wallets in digital or electronic form. |
Article 2(1)(34) |
Treat the definition of “internationally published communications procedures and standards” as including other communications procedures and standards approved in the FMI sandbox arrangement. |
Article 3(2) |
References to “book records” will be deemed to include a form of recording transferable securities using developed technology. |
Article 9: |
Please consider this article as deprecated. |
Article XNUMX |
regards “competent authority” to include an appropriate supervisory authority or supervisory authorities acting jointly under or in accordance with this Regulation. |
Articles 16 to 22 |
Treat these articles as obsolete. |
Articles 25 to 26 |
Treat these articles as obsolete. |
Article 27: |
deem section 27(1) to (6) to be repealed.治疗引用“本条例”第二十七条(8)包括引用任何规则由适当的监管机构规定7和任何技术标准由英格兰银行在规定8，只要这些规则或技术标准的主题提供英国CSDR驳回这个时间表。将本文视为修改，规定《2014年中央证券储备条例》（14）第5F至5J条纳入新的第27(9)条。Treat section 27(9) as further amended to provide that:(a)第5F至5J条中任何提及“认可的CSD”，都是指DSS CSDR第2(1)(1)条所规定的“CSD”；(B)Any reference to the CSD Regulations is a reference to the DSS CSDR;(C)Any reference to the Act is to FSMA 2000;(D)in section 5G(2), the reference to the DSS CSDR (instead of the CSDR) in paragraph (b) above will be taken to include any rules made by the appropriate regulator under section 7 and any technical standards modified by the Bank of England under section 8, in so far as those rules or technical standards relate to the subject matter of the provisions of the UK CSDR repealed by this Schedule;(E)Any reference to “this Ordinance” or any part of Ordinances 5F to 5J includes a reference to that Ordinance as amended under this section 27(9). |
Articles 28 to 30 |
Treat these articles as obsolete. |
Articles 32 to 60 |
Treat these articles as obsolete. |
Article 62: |
Please consider this article as deprecated. |
Articles 64 to 66 |
Treat these articles as obsolete. |
Article XNUMX |
deeming “a CSD authorised under section 16 of these Regulations” to include a sandbox entrant approved to carry out one or more of the activities in clause 3(5)(b) of the FMI sandbox arrangement. |
Part 3
This part sets out the amendments to the Financial Services and Markets Act 2000 (FSMA 2000), and the amended version is therefore referred to in this part as "DSS FSMA". The provisions set out in column XNUMX are amended as set out in the corresponding entry in column XNUMX.
Reserve |
modify |
|
Section 55L |
treat the powers conferred by subsection (3) as powers exercisable by the Bank of England to impose requirements on sandbox entrants for which the Bank of England is the appropriate supervisory authority.The power is exercisable only if the Bank of England is satisfied that any of the following conditions are met:(a)we wish to exercise the power to further the Bank of England’s financial stability objectives or to implement the FMI sandbox arrangements provided for in section 13(1) of the Act;(B)The Sandbox Entrant fails or is likely to fail to meet the requirements or conditions in its SANs, or fails to comply with these Terms or any other obligations imposed under them.treat the power conferred by subsection (5) as a power exercisable by the Bank of England to impose requirements on an application made by a sandbox entrant to that entity.Treat the powers in subsections (3) and (5) of the DSS FSMA as exercisable regardless of the existence of a relationship between the entity exercising them and the person whose interests are to be protected by their exercise.Treat the following clauses as applying to requirements imposed by the Bank of England under this section of the DSS FSMA as they apply to requirements imposed by the FCA, with the following modifications:(a)subsection (6) (power to refuse application);(B)Section 55N (Further provisions);(C)Section 55P (Prohibitions and restrictions);(D)section 55R (1) (persons related to the applicant);(E)section 55U (3) to (8) (applications under this Part);(f)Section 55V (1) to (6) (determination of application);(g)section 55X (2) and (4)(f) (determination of application: warning notice and notice of decision to refuse application);(H)Section 55Y (Exercise of discretionary powers: procedure).Modify as follows:(a)References to the FCA should be read as references to the Bank of England;(B)References to its own proactive powers should be read as references to the powers conferred by section 55L(3) of the DSS FSMA;(C)References to Authorized Persons shall be construed as references to Sandbox Entrants;(D)In section 55L(6), references to the FCA’s operational objectives are to be read as references to the Bank of England’s financial stability objectives or the implementation and operation of the FMI sandbox arrangements;(E)Section 55N has effect as if the regulated activities referred to in subsection (2) were FMI activities carried out by the sandbox entrant in the DSS. |
|
Page 128 |
References to digital securities in paragraphs (1) and (2) are deemed to include references to a digital securities custodian. |
|
Section 137T |
a reference in paragraph (a) to “authorised persons” is deemed to be a reference to a Sandbox Participant and a person participating under clause 3(4).Subparagraph (b) is considered to refer to “guidance” and there is a reference to “rules”.References to “regulatory authority” in subparagraph (b) are taken to be references to the appropriate regulatory authority under Article 3(8)(a) and (b). |
|
Section 138B |
将第(1)、(3)、(4)和(5)款中提及的“监管机构”视为包括对FCA的提及，即有权根据第7条作出指示。 |
|
Section 138G |
the powers conferred on “any supervisory authority” in subsections (1) and (2) are deemed to include the appropriate supervisory authority. |
|
Section 138I |
Consider this section obsolete. |
|
Article 138IA |
Consider this section obsolete. |
|
Section 138 IB |
Consider this section obsolete. |
|
Section 138L |
Consider this section obsolete. |
|
Section 138Q |
Treat subsection (5) as a repealed provision. |
|
Section 138R |
Consider this section obsolete. |
|
Section 138S |
Treat subsections (2)(f)-(i) as repealed. |
|
Section 139A |
Subsections (3), (4) and (5) are deemed obsolete. |
|
Page 165 |
将第(1)、(3)、(7)、(8)和（11）小节中提及的“授权人员”视为提及沙箱的参与者，将“任何一个监管机构”视为提及适当的监管机构。Subsection (4) is deemed to include:“(c)in relation to the exercise by the appropriate supervisory authority of the powers conferred by subsections (1), (2) and (3) for the exercise of the powers conferred by this Regulation.”treat subsection (7) as including a person who participates under section 3(4). |
|
Page 166 |
(a) The reference to “authorised person” in subsection (2) is deemed to include a sandbox entrant and a person participating under section 3(4).Take “regulator” in subsection (1) as a reference to the appropriate regulator. |
|
Section 166A |
The reference in subsection (1) to “any regulator” is deemed to include any appropriate regulator.将第(1)至(4)和(7)至(9)款中提及的“授权人员”视为包括提及沙箱参赛者和根据第3(4)条参与的人员。 |
|
Page 167 |
references to “authorised persons” in subsections (1A) and (4A) are deemed to include references to sandbox participants and persons participating under section 3(4).a reference in subsection (5A) to “investigating authority” is deemed to include a reference to the appropriate regulatory authority. |
|
Page 168 |
treat subsection (4) as including a failure by a sandbox participant or a person participating under section 3(4) to comply with a requirement of these Regulations.If subsection (6) designates an investigator, reference to that authority is taken to include the appropriate regulatory authority. |
|
Page 170 |
If subsection (10) designates an investigator, subsection (10) (investigating authority) is taken to include the appropriate regulatory authority. |
|
Page 171 |
treat subsection (1A) as including a sandbox entrant and a person participating under section 3(4). |
|
Page 175 |
In subsection (1), reference to “any regulator” is deemed to include a reference to the appropriate regulator. |
|
Page 176 |
deem subsection (3A) to include a reference to a sandbox entrant and a reference to participation in an activity under section 3(4). |
|
Section 204A |
Subsections (2) and (6) are deemed to include:“(ab)by or under the Financial Services and Markets Act 2023”. |
|
Page 205 |
references to “Authorised Persons” are deemed to include Sandbox Participants and persons participating under clause 3(4). |
|
Page 206 |
references to “authorised persons” shall be deemed to include references to Sandbox Participants and persons participating under clause 3(4). |
|
Section 207(1) |
references to “authorised persons” shall be deemed to include sandbox entrants and persons participating under section 3(4). |
|
Page 208 |
The references to “authorised persons” in subsections (1) and (4) are deemed to include sandbox participants and persons participating under section 3(4). |
|
Page 209 |
references to “Authorised Persons” are deemed to include Sandbox Participants and persons participating under clause 3(4). |
|
Page 211 |
Consider this section obsolete. |
|
Section 285 (3D) |
Treat digital securities custodians as exempt from the general prohibition on carrying on any regulated activity in connection with any FMI activity or ancillary FMI activity (as defined in the Regulations) under section 3(5)(b). |
|
Section 285A |
the definition of “appropriate regulatory authority” in subsection (2) is deemed to include a reference to the Bank of England. |
|
Section 296(1) |
Subsection (1) is deemed to be amended so that:·"appropriate regulatory authority" includes an appropriate regulatory authority as referred to in section 3(8)(a) and (b),··references to an “authorized institution” include references to a digital securities custodian, and··Subsection (b) includes any obligation under this Regulation or this Ordinance.· |
|
Page 298 |
In this section, references to -·“appropriate regulator”, including a reference to the Bank of England;··Includes reference to “approved institutions” for digital securities custodians;··“direction given under section 296” includes a direction given under that section with respect to a digital securities depository.·In subsection (7A), references to “recognized CSD” are deemed to be references to a digital securities custodian. |
|
Page 299 |
Deem references to “approved institutions” to include references to digital securities custodians. |
|
Section 312E |
In subsection (1), references to “authorized institution” are deemed to include references to a digital securities custodian.Paragraph (3)(i)regard references to “appropriate regulators” as including references to the Bank of England;(ii)references to “relevant requirements” are taken to include requirements imposed by or under these regulations (which may include requirements imposed by a SAN). |
|
Section 312F |
regards references to “appropriate regulators” as including references to the Bank of England.References to “recognized institutions” will be deemed to include digital securities custodians. |
|
Section 312 FA |
Deem references to a “recognized CSD” to include references to a digital securities custodian.Deem subsections (2)(c) and (3)-(4) to be obsolete. |
|
Section 312G |
regards references to “appropriate regulators” as including references to the Bank of England.Deem references to “approved institutions” to include references to digital securities custodians. |
|
Page 312 |
regards references to “appropriate regulators” as including references to the Bank of England.Deem references to “approved institutions” to include references to digital securities custodians. |
|
Section 312I |
regards references to “appropriate regulators” as including references to the Bank of England. |
|
Section 312J |
regards references to “appropriate regulators” as including references to the Bank of England. |
|
Section 312K |
Consider this section obsolete. |
|
Page 380 |
Subsection (6)(a) is read as referring to “(vii)” under the Financial Services and Markets Act 2023 or its regulations.subsection (6)(b) is deemed to include a reference to “the Financial Services and Markets Act 2023” after the word “the Act”.将第(1)至(3)、(6)和(9)至（11）项中引用的“适当的监管机构”视为包括对适当的监管机构的引用。 |
|
Page 382 |
subsection (9)(a) is taken to include “(v)” of the Financial Services and Markets Act 2023 or its regulations.processing in subsection (9)(b)(a), including a reference to “by or under the Financial Services and Markets Act 2023”.将第(1)、(7)、(9)和（12）至（14）款中对“适当的监管机构”的引用视为包括对适当的监管机构的引用。 |
|
Page 384 |
a reference in subsection (1) to “authorised person” shall be deemed to include a reference to a Sandbox Entrant and a person participating under section 3(4).将第(1)、(7)至(8)和（12）至（14）项中对“适当的监管机构”的引用视为包括对FCA的引用。 |
|
treat subsection (7) as including a reference to a requirement prescribed or required by the Financial Services and Markets Act 2023. |
||
Page 396 |
Consider this section obsolete. |
|
Page 398 |
deem subsection (1A) to be a reference to the Financial Services and Markets Act 2023. |
|
Page 401 |
Treat subsection (1) as including an offence under the Financial Services and Markets Act 2023.in subsection (3A)(i) the reference to “appropriate regulatory authority” is deemed to include a reference to the Bank of England.treat the reference in subsection (3AB) to “appropriate regulator” as including a reference to the Bank of England. |
|
Page 403 |
deem subsection (7) to be a reference to the Financial Services and Markets Act 2023. |
|
Article 413(1) |
references to "this Act" shall be deemed to include references to these Regulations. |
|
Page 417 |
deem a reference in subsection (1) to a rule to include a reference in subsection (2023) to a rule made by or under the Financial Services and Markets Act XNUMX. |
|
Schedule 17A |
||
Part 1 |
||
Paragraphs 1 to 6 |
Treat these paragraphs as obsolete. |
|
First stage |
Deem references to a “recognized CSD” to include references to a digital securities custodian. |
|
First stage |
Consider this paragraph invalid. |
|
Paragraph 9(2) |
treat this subsection as amended so that the reference to the Bank of England includes the definition under section 3(8)(b); |
|
Paragraph 10(1) |
Subsection (1) is deemed to be modified so thata reference to any rules made by the Bank of England under the Financial Services and Markets Act 2000 or any provision thereunder, including a reference to any rules made by the Bank of England under section 7.Paragraphs (b), (c), (i) and (j) shall be deemed null and void. |
|
Paragraph 10(2) |
Deem references to a “recognized CSD” to include references to a digital securities custodian. |
|
Paragraph 10(3) |
Treat this segment as invalid. |
|
Paragraph 10(4) |
Treat this segment as invalid. |
|
Section 10A |
Consider this paragraph invalid. |
|
Paragraph 11(1) |
Deem references to a “recognized CSD” to include references to a digital securities custodian. |
|
Paragraph 11(2) |
treat paragraph (a) as including a reference to any information or document that may be reasonably required in connection with the exercise by the Bank of England of any function conferred on it in connection with these regulations.deem paragraph (d)(i) to include a reference to this Ordinance. |
|
Paragraph 11(3) |
由于本附表对第11(2)段所作的修改，对根据第11段修改的第165(1)和第165(4)条不予适用。 |
|
First stage |
Deem references to “recognized CSDs” in this paragraph to include references to digital securities custodians. |
|
Paragraph 13(1) |
References to “recognized CSD” in this paragraph are deemed to include references to a digital securities depository. |
|
Paragraph 14(2) |
Treat this subparagraph as amended to include the ability of the Bank of England to exercise its powers under section 168(5) if it considers that there are circumstances indicating that a digital securities custodian might—(a)is an offence under section 398(1) or an offence under the prescribed regulations relating to money laundering;(B)Contravenes any requirement made under or in accordance with this Ordinance;(C)may have breached its SAN; or(D)may have violated the general prohibition; and(E)Items (2)(e) to (o) shall be deemed invalid. |
|
First stage |
Consider this paragraph invalid. |
|
Paragraph 17(1) |
Paragraphs (e) and (f) are deemed to be repealed and paragraph (h) is deemed to be amended to refer to “sections 192K to 192M”. |
|
Paragraph 17(2) |
This clause is deemed to include a reference to a digital securities custodian. |
|
Paragraph 17(3) |
Treat this sub-item as modified to include:(a)The general condition in subsection (2) is that the Bank of England considers that it should provide effective supervisory direction for the FMI sandbox arrangements; and(B)References to “recognized CSDs” will be deemed to include digital securities custodians. |
|
Paragraph 17(4) |
Deem references to a “recognized CSD” to include references to a digital securities custodian. |
|
First stage |
Deem references to a “recognized CSD” to include references to a digital securities custodian.Item (1)(c) shall be deemed invalid. |
|
First stage |
Deem references to a “recognized CSD” to include references to a digital securities custodian. |
|
First stage |
Deem references to a “recognized CSD” to include references to a digital securities custodian. |
|
First stage |
Deem references to a “recognized CSD” to include references to a digital securities custodian. |
|
First stage |
Consider this paragraph invalid. |
|
First stage |
Treat this paragraph as modified,(a)Section 348 (Restrictions on disclosure of confidential information by the FCA, PRA etc.) is amended so that subsections (2)(b) and (5) include a reference to the disclosure of confidential information to the Bank of England in relation to the DSS;(B)Section 349 (exemptions from section 348) is amended so that subsection (2)(c) includes a reference to the Bank of England in relation to the FMI sandbox arrangements;(C)Section 350 (Disclosure of information by the Inland Revenue) is amended so that subsection (1)(a) includes a reference to the Bank of England in relation to the FMI sandbox arrangements.Deem references to a “recognized CSD” in this paragraph to include references to a digital securities depository. |
|
Paragraph 24(2) |
References to “recognized CSD” in this paragraph are deemed to include references to a digital securities depository. |
|
Paragraph 25(2) |
This subsection is deemed to include a reference to the Bank of England. |
|
Paragraph 26(2) |
This subsection is deemed to be amended so that, in relation to an application under section 4, any reference to a relevant requirement in section 2000 of FSMA 380 as amended by this Part includes a reference to a requirement prescribed under these regulations—(a)in relation to a digital securities depository; or(B)A contravention constitutes an offence for which the relevant supervisory authority has power to prosecute under or in accordance with these Regulations. |
|
First stage |
Amend this paragraph as follows.The powers conferred by section 2000(384) of FSMA 5 may be exercised by the Bank of England.Condition A means that the bank is convinced that a digital securities depository has violated the relevant requirements, or knowingly fears that it has violated the relevant requirements.Condition B is:(a)Profits credited to a digital securities custodian as a result of the violation; or(B)One or more persons suffer loss or are adversely affected by the breach.For this purpose, a reference to “relevant requirement” has the meaning given to it in paragraph 26(2) of this Part as amended.If this subsection applies, section 2000(384) and (5) of FSMA 6 will also have effect if -(a)Any reference to relevant persons is to the Digital Securities Custodian; and(B)Any reference to paragraph (1) is to the second sentence of the revised paragraph 28. |
|
First stage |
Treat this paragraph as modified,(a)References in this paragraph to an “approved institution” in section FSMA 2000 shall include references to a digital securities custodian or sandbox entry institution;(B)第26部分（通知）的规定适用于英格兰银行根据第55X (2)条或(4)条第312G或312H条发出的警告或决定通知，因为它们适用于本表下的那些章节。 |
|
First stage |
Treat this paragraph as amended to make section 398 (Misleading FCA: remaining cases) apply to information given to the Bank of England that purports to comply with the requirements applicable to digital securities custodians under any provision of these Regulations. |
|
First stage |
Treat this paragraph as amended so that paragraph 1 of Schedule 17ZB (Records) applies to the record of decisions made by the Bank of England in the exercise of its functions in relation to the custodian of digital securities. |
|
First stage |
Consider this paragraph invalid. |
|
First stage |
Deem references to a “recognized CSD” in this paragraph to include references to a digital securities depository. |
|
First stage |
Deem references to a “recognized CSD” in this paragraph to include references to a digital securities depository. |
|
First stage |
Paragraph (1) is amended to provide that the Bank of England may in connection with any function which it may discharge or exercise under these regulations require a sandbox entrant, or any person applying to participate in the DSS as a sandbox entrant, to pay to the Bank a fee which is payable to persons in the United Kingdom.Treat subsection (2) as a provision of no effect.subsection (3) is treated as providing for the payment of expenses incurred by the appropriate supervisory authority under section 3(8)(b) or by the FCA.(a)the Bank of England is prepared to carry out any functions in relation to the DSS; or(B)for the purpose of facilitating or otherwise relating to the exercise of those functions by the Bank of England. |
|
First stage |
Treat this paragraph as providing for the appropriate regulator to provide power in relation to the FMI sandbox arrangement in accordance with Regulation 3(8)(b). |
|
Part 4
This section sets out the amendments to the Corporations Act 2006 (CA 2006). The provisions set out in column XNUMX are amended as set out in the corresponding entry in column XNUMX.
| Reserve | modify |
| Section 770(1)(b) | Treat this paragraph as modified to include reference to forms permitted by a digital securities depository under any applicable statute or regulation. |
| Page 789 | Consider this section obsolete. |
| Section 1168(3)(b) | References to “other means” in this paragraph shall be deemed to include development technologies such as distributed ledger technology or “DLT”. |
Part 5
This part sets out the amendments to the Unlicensed Securities Regulations 2001. The provisions set out in column XNUMX are amended as set out in the corresponding entries in column XNUMX.
A reference to a revoked provision in this Part is deemed to be a reference to any regulatory rule made by the relevant supervisory authority under section 7 in relation to the subject matter of the revoked provision.
| Reserve | modify |
| Article 2(1) | “Relevant systems” are considered to include the use of technology being developed to allow securities to be certified, transferred and recorded in FMI sandbox arrangements. |
| Regulation 3 | dematerialisation instructions are taken to include instructions sent, received or generated through the relevant systems in relation to the FMI sandbox arrangements. |
| “Generation” of relevant operating instructions is deemed to include the initiation of the sending of operating instructions in relation to an FMI sandbox arrangement, which may include instructions that are generated in whole or in part automatically. | |
| “Instructions” shall be deemed to include any indication, selection, acceptance or any other type of communication relating to the FMI Sandbox Arrangements, which may include instructions generated in whole or in part automatically; relating to the FMI Sandbox Arrangements. | |
| Treat “issuer instructions” as including a properly certified dematerialised form of instructions arising from or attributable to an FMI sandbox arrangement. | |
| Treat the “register of securities issuers” as including a form of issuance arising from the use of technology developed in connection with an FMI sandbox arrangement by an issuer. | |
| Treat “operator” as excluding third-country CSDs and instead including DSDs in relation to FMI sandbox arrangements. | |
| Treat “operator instructions” as including appropriately certified non-materialised forms of instructions in relation to FMI sandbox arrangements. | |
| The “Registration of Securities Operators” is considered to include a form of system that uses the technology developed in connection with the FMI sandbox arrangement. | |
| Treat “operator systems” as including mechanisms, facilities and procedures that are part of the relevant system, controlled by the operator, generate operator instructions and receive non-material instructions from system participants, as approved by the FMI sandbox arrangement. | |
| Consider “participating issuer” to include entities that issue securities in connection with an FMI sandbox arrangement. | |
| “Rules” are considered to include rules on the generation and publication (including encryption) of information relating to activities in an FMI Sandbox arrangement. | |
| The term “settlement bank” is taken to include a person who, in relation to the relevant system, is contractually responsible for the performance of payment obligations in relation to FMI activities. | |
| “Securities” are deemed to include the FMI Sandbox Instrument under section 3(7). | |
| Consider “sponsored system participants” to include system participants that the Operator allows to send and receive (or generate) properly authenticated dematerialized instructions on behalf of others. | |
| Treat “system members” in relation to the relevant system as including persons permitted by the Operator to participate in the transfer (including automatic generation) of FMI Sandbox Instruments on the Sandbox Entrant Platform in relation to the FMI Sandbox Arrangement. | |
| “System Participants” in relation to the relevant system are deemed to include persons permitted by the Operator to send and receive (or generate) appropriately authenticated dematerialised instructions in relation to the FMI Sandbox Arrangement. | |
| Article 3(2)(a) | This provision shall be deemed not to apply. |
| Article 3(2)(b) | This provision shall be deemed not to apply. |
| Regulation 6 | This provision shall be deemed not to apply. |
| Regulations 8 to 11B | Treat these provisions as null and void. |
| Regulation 20 | Treat the “Member Operator Register” and “Member Issuer Register” as for each institution, including developing technology-based systems for the operation and maintenance related to the FMI sandbox arrangement. |
| Regulation 21 | Treat the “Register of Operators of General Public Sector Securities” and the “Record of Uncertified General Public Sector Securities” as including developing technology-based systems in relation to the FMI sandbox arrangements. |
| Regulation 22 | Treat the “Register of Corporate Securities Operators” and the “Uncertified Corporate Securities Register” as including technology-based systems under development in relation to the FMI sandbox arrangements. |
| Regulation 25 | “rectification” will be considered to include steps whereby an operator or participating issuer requires rectification of the securities operator registration or securities issuer registration in relation to the FMI sandbox arrangements. |
| Regulation 27 | treat subsection (2) as including that the operator has received a direction from the relevant regulator that transfers of ownership are prohibited under the FMI sandbox arrangements.
deem subsection (4) to include the transfer of units in the circumstances specified in the rules made under section 7. |
| Regulation 28 | treat subsection (3) as including the circumstances in which the Bank of England directs an issuer participating in a transaction to prohibit transfers of ownership under an FMI sandbox arrangement.
deems subsection (4) to include a situation where the appropriate regulatory authority is of the opinion that the transfer of ownership would contravene section 13(1) of the Act. |
| Regulation 29 | If the appropriate regulator does not permit the transfer under the FMI sandbox arrangement, the purported transfer of security title will be deemed to be of no effect. |
| Regulation 30 | “Actual notification” is considered to include the production of such notification using development technology permitted under the FMI sandbox arrangement. |
| Regulation 32 | treat subsection (2) as including a requirement for such conversion by the appropriate regulator in relation to the FMI sandbox arrangements.
Treat paragraph (3) as including a requirement for an operator to generate a reorganization notice following a conversion event in the circumstances specified in paragraph (2) (d). |
| Regulation 35 | The sending of properly authenticated dematerialisation instructions will be deemed to include such instructions generated within the FMI sandbox arrangement.
“Actual notification” is considered to include the production of such notification using techniques permitted under the FMI sandbox arrangement. |
| Regulation 36 | For the purposes of these regulations, the use of a decentralized, technology-based system under development will be considered to be capable of generating “inducing conduct” in relation to an FMI sandbox arrangement. |
| Regulation 38 | Treat subsection (5) as including any transfer or disposal of ownership or interest in relation to an FMI sandbox arrangement.
Treat subsection (7) as including any transfer or disposal of ownership or interest in relation to an FMI sandbox arrangement. |
| Rule 42 | “Notification” will be deemed to include the production of such notification using development technology permitted under the FMI Sandbox Arrangement. |
| Regulation 47 | Liability for breach shall include such other persons as the relevant supervisory authority may determine pursuant to these Regulations. |
| Schedule 1 | |
| First stage | Consider this paragraph invalid. |
| Paragraphs 12 to 22 | Treat these paragraphs as obsolete. |
| Paragraphs 25 to 26 | Treat these paragraphs as obsolete. |
| Schedule 3 | |
| Treat this plan as an invalid plan. | |
| Schedule 4 | |
| First stage | Consider this paragraph invalid. |
| First stage | Treat this subsection as modified so that the obligations under this subsection (providing a register and sending a notice) can be satisfied under an FMI sandbox arrangement. |
| Paragraph 12(1) | Treat this segment as invalid. |
| Paragraph 14(1) | Treat this segment as invalid. |
| Paragraph 15(5) | Treat this subsection as modified so that the obligations under this subsection (making available the register and sending notifications) can be satisfied under an FMI sandbox arrangement. |
| Paragraph 15(6) | Treat this subsection as modified so that the obligations under this subsection (making available the register and sending notifications) can be satisfied under an FMI sandbox arrangement. |
A reference to a revoked provision in this Part is deemed to be a reference to any regulatory rule made by the relevant supervisory authority under section 7 in relation to the subject matter of the revoked provision.
Description
(This note does not form part of the Ordinance)
These regulations, made under the Financial Services and Markets Act 2023 (c.29) (the “Act”), provide for the testing of the use of developing technologies in the conduct of financial market infrastructure (FMI) activities. These regulations are known as the “Digital Security Sandbox” or “DSS”.
Section 3(1) explains the purpose of the Regulation and introduces the term “DSS”.
Regulation 3(2) sets out the types of financial market infrastructure entities that are eligible to apply to participate as sandbox participants. Under regulation 3(3), the appropriate regulator may determine that other persons established in the UK may apply to participate as sandbox participants.
Article 3(4) sets out three categories of persons in relation to the activities of sandbox entrants who may participate in the DSS.
Regulation 3(5) sets out the types of FMI activities that may be carried out within an FMI sandbox arrangement.
Article 3(6) provides that certain ancillary activities shall be subject to the FMI sandbox arrangement.
Regulation 3(7) describes the types of instruments that may be relevant to FMI activities.
Article 3(8) specifies the appropriate supervisory authority.
Section 4(1) provides for an application for approval to be submitted to the appropriate regulatory authority.
Section 4(2) deals with the information that an applicant may need to submit.
Sections 5(1) to (3) require the appropriate regulatory authority to determine the application by written notice.
Under section 5(4), if an application is varied or refused, the appropriate supervisory authority must include the reasons for doing so in its written notice to the applicant.
根据第5(5)条，获批准参与发展助系统的申请人，将发出沙箱批准通知（“SAN”）。法规5(5)中描述了适当的监管机构必须包含在SAN中的信息，而法规5(6)中也描述了可能包含的信息。
第5(7)条允许沙箱参赛者向适当的监管机构申请修改、暂停或取消其SAN，并将适用第5(1)至(6)条所述的程序
Section 6(1) provides that the relevant regulations set out in the Schedule shall have effect together with the modifications set out in the Schedule in relation to banks and the FCA, sandbox participants and other persons taking part under section 3(4).
Section 6(2) provides that, where necessary, the appropriate regulator may continue to exercise its powers in relation to the DSS activities of a sandbox participant or a person referred to in section 3(4) after any person in the sandbox arrangement ceases to exist.
Section 6(3) requires sandbox participants to make their participation in the FMI sandbox arrangement known to the public.
Under Section 6(4), the Ministry of Finance may impose restrictions on overall FMI activities or ancillary FMI activities within the DSS.
第7(1)至(3)和(7)条赋予相应监管机构制定适用于第3(4)条所述的沙箱人员和人员的规则，以实施和操作FMI沙箱安排。
Under Articles 7(4) to (6), the appropriate regulatory authority may also waive or amend its rules.
Article 8 provides that the appropriate regulatory authority may amend technical standards for the implementation and operation of the FMI sandbox arrangement.
Article 9(1) requires the appropriate regulatory authority to oversee the operation of the FMI sandbox.
Under Section 9(2), the appropriate regulatory body must monitor the performance of individual sandbox participants, which may include revising the sandbox participant’s SAN.
Article 10 provides for cooperation between appropriate supervisory authorities.
Section 11 requires the appropriate regulator to provide information about the FMI sandbox arrangements by a specified date so that the Treasury can meet its reporting obligations under section 14(4) of the Act.
Section 12(1) provides that the appropriate regulatory authority may exercise certain powers in relation to the implementation and operation of the FMI sandbox, in addition to existing powers under relevant legislation. This power extends to amending, suspending or revoking a sandbox approval notice.
Section 12(3) provides that if sandbox entry is affected by the exercise of a power under section 12(1), it should be notified.
Article 13 sets out the date on which these regulations shall cease to have effect.
Part 1 of the Schedule specifies the relevant written legislation for the purposes mentioned in section 6.
2到5部分的时间表包含修改以下相关法规：监管（欧盟）没有909/2014的欧洲议会和理事会的2014年7月23日改善证券结算在欧盟和中央证券存款（“英国CSDR”），2000年金融服务和市场法案 (c.8)、《2006年公司法》 (c.46)和《2001年无证证券条例》（S. I. 2001/3755）。
A minimum impact assessment of the impact of the tool is available from HM Treasury, 1 Marley Road, London SW1A 2 and is published with the tool at www.legislation.gov.uk.
(1)
2023 c. 29.
(2)
an appropriate regulator under section 2023(17) of the Financial Services and Markets Act 2.
(3)
S. I.2001/544.第25条由S. I插入。2006/3384.
(4)
Article 25 DA was inserted by SI. 2017/488.
(5)
2000 c.8. Financial Services Act 2012 inserted section 55A(5) (c.21).
(6)
第424A节是由S. I.插入的。2006/2975.S. I.作出了相关的修正。2019/632和《2021年金融服务法》（c. 22）。
(7)
S. I.2001/544；第1至第3段被S. I.取代。2006/3384和第11段由美国插入。2017/488年，并经S. I.修订。2021/494.
(8)
Section 138P was inserted by SI 2018/1115.
(9)
EUR 2014/909; by S.I. 2018/1320.
(10)
相关的修改工具包括《2012年金融服务法》、《2021年金融服务法》、《2023年金融服务和市场法》和S. I.。2015/575, 2016/680, 2017/1064, 2018/1115, 2019/632.
(11)
2006 c. 46.
(12)
S. I.2001/3755；由S. I。2003/1633、2004/1662、2004/2044、2007/124、2009/1889、2013/472、2013/632和2019/679。
(13)
SI1999/2979.
(14)
法规5F到5J是由S. I.插入。2017/1064年，第5(1)条和第(9)条。