View All - 2021 Acts Section No : Acts & Ordinances SECURITIES AND EXCHANGE COMMISSION OF SRI LANKA ACTMarginal Notes1. This Act may be cited as the Securities and Exchange Commission of Sri Lanka Act, No. 19 of 2021.2. Application of the Act3. Object and purpose of this Act4. Establishment of the Securities and Exchange Commission of Sri Lanka5. Constitution of the Commission6. Conflict of interest7. Term of office of appointed or nominated members8. Resignation of members of the Commission9. Disqualifications and grounds for removal10. Meetings of the Commission11. Remuneration of members12. Chairman of the Commission13. Members to disclose any interest14. Proceedings, acts or decisions not invalidated by reason of a vacancy15. Seal of the Commission16. Principal functions, powers and duties of the Commission17. Additional powers of the Commission18. Representation of the Commission in legal proceedings19. Director-General20. Staff of the Commission21. Appointment of officers of public corporations to the staff of the Commission22. Members, officers and servants of the Commission deemed to be public servants23. Commission deemed to be a Scheduled Institution within the meaning of the Bribery Act24. Object and purpose of this Part25. Prohibition against establishing an unlicensed exchange26. Application to operate an exchange27. Duties of an exchange28. Cancellation of licence of an exchange29. Effect of cancellation of the licence of an exchange30. Closure of the exchange in an emergency31. Listing requirements of a licensed exchange32. Interpretation33. Establishment of a clearing house in an exchange34. Prohibition against establishing an unlicensed clearing facility35. Power to grant a licence36. Application for a licence to establish or operate a clearing house37. Duties of a clearing house38. Commission's power to regulate and supervise a licensed clearing house39. Cancellation of licence of a clearing house40. Aggrieved clearing house may appeal41. Effect of cancellation of a licence to a clearing house42. Default rules43. Default proceedings etc. of a clearing house to take precedence44. Supplementary provisions relating to default proceedings45. Duty to report on completion of default proceedings46. Net sum payable on completion of default proceedings47. Right of relevant office holder to recover certain amounts arising from certain transactions48. Clearing member to be party to certain transactions as principal49. Market collateral delivered to a clearing house50. Application of collateral subject to a market charge51. Transfer of securities in settlement52. Purchase and sale of securities53. Defences in criminal or civil liability54. Prohibition against operating an unlicensed central depository55. Application to operate a central depository56. Duties of a central depository57. Cancellation of a licence of a central depository58. Effect of cancellation of licence of a central depository59. Securities account60. Book entry securities lodged with the central depository61. Record of entry in depositor's account62. Effect of securities held in trust by the central depository63. Validation64. Rules of a market institution65. Power of Court to order observance or enforcement of rules of market institutions66. Control of substantial shareholders of a market institution67. Power of the Commission to make a preliminary order to impose prohibition68. Appointment of directors to a market institution69. Alteration of material particulars of a market institution70. Rights of an exchange or a clearing house71. Defence in criminal or civil liability72. Provision of assistance to the Commission73. Annual reports74. Duties of an auditor of a market institution75. Obligation to submit periodic reports76. Payment of annual fee77. Prohibition against holding out78. Power of the Commission to review its own decision79. Object and purpose of this Part80. Public Offer of Securities81. Approval of the Commission for issue of securities82. Prospectus or similar document83. Commission to issue stop orders84. Purchase, sale or transfer of securities85. Power of the Commission to require the production of documents86. Power of the Commission to issue directives to listed public companies87. Duty not to furnish false information to the Commission88. Duty not to make false statements to market institutions89. Appointing directors or chief executive officer90. Duties of an auditor of a listed public company91. Prohibition against undue influence92. Prohibition against holding out as a market intermediary93. Requirement to be licensed with the Commission94. Application for a licence or renewal of a licence as a market intermediary95. Refusal to grant or renew a licence96. Minimum financial requirements97. Requirement to register with the Commission98. Application for registration or renewal of registration99. Grounds for refusal to register or renew registration100. Power to vary conditions or restrictions101. Duration of licence or registration102. False and misleading statements to the Commission103. Duty to notify the Commission104. Prohibition against holding out as an agent105. Cancellation or suspension of a licence or a registration106. Trading in securities by market intermediaries107. Lending and borrowing of securities without the consent of the client108. Duty of an auditor of a market intermediary109. Interpretation110. Protection of client's assets111. Rules on business conduct112. Duty in making recommendations113. Disclose certain interests in securities114. Internal procedures and processes115. Register of market intermediaries and registered persons116. Object and purpose of this Part117. Establishment of a market operator118. Requirement to register a market operator119. Application for registration120. Functions and duties of a recognized market operator121. Trading on a platform122. Rules to be made by the Commission or the market operator123. Cancellation of registration124. Review of the performance of a recognised market operator125. Application of the provisions of the Act to unlisted securities126. Object and purpose of this Part127. Application of this Part128. False trading and market rigging transactions129. Stock market manipulations130. False or misleading statements131. Fraudulently inducing persons to deal in securities132. Use of manipulative and deceptive devices133. Information 134. Information becoming generally available135. Material effect on price or value of securities136. Reference to "procure"137. Prohibited conduct of persons in possession of information not generally available138. Information in possession of an officer of a company139. Information in possession of a partner or an employee of partnership140. Exceptions in relation to underwriting and sub underwriting141. Exceptions in relation to schemes of arrangement, reconstruction and takeover of companies142. Exception for a company with knowledge143. Exception in relation to an individual144. Unsolicited transaction by market intermediaries145. Exception in relation to collective investment schemes146. Parity of information defence147. Offences under this Part and punishment148. Jurisdiction of the Courts149. Prosecution of offences under this Part150. Prosecution need not disprove the defences151. Right of the aggrieved party to claim damages152. Right of the Commission to recover damages and seek civil penalties153. Prescription154. Object and purpose of this Part155. Levy of a Cess156. Cess Fund157. Fund of the Commission158. Compensation Fund159. Appointment of a Compensation Committee160. Application for compensation161. Payment of compensation162. Financial Year163. Audit of Accounts164. Object and purpose of this Part165. Production of documents and disclosure of information166. Inquiries and investigations167. Issue of freezing orders168. Inquiry by Complaints Resolution Committee169. Supplementary Service Providers170. Implementation of agreements or memoranda of understanding171. Sharing of information and cooperation172. Whistleblower protection173. Furnishing of information to the Minister174. Protection for action taken under the Act175. Offences176. Acts applicable to the criminal process177. Compounding of offences178. Power of the Commission to impose administrative sanctions179. Power of the Commission to protect investors'assets180. Power of the Commission to apply to court for certain orders181. Power of the Commission to publish information182. Regulations183. Rules 184. Derivatives not gaming or wagering contracts185. Market maker186. Recourse against decisions of the Commission187. Repeals, savings and transitional provisions188. Interpretation 189. Sinhala text to prevail in case of inconsistency