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Section No :  
Acts & Ordinances
Marginal Notes
1. This Act may be cited as the Securities and Exchange Commission of Sri Lanka Act, No. 19 of 2021.
2. Application of the Act
3. Object and purpose of this Act
4. Establishment of the Securities and Exchange Commission of Sri Lanka
5. Constitution of the Commission
6. Conflict of interest
7. Term of office of appointed or nominated members
8. Resignation of members of the Commission
9. Disqualifications and grounds for removal
10. Meetings of the Commission
11. Remuneration of members
12. Chairman of the Commission
13. Members to disclose any interest
14. Proceedings, acts or decisions not invalidated by reason of a vacancy
15. Seal of the Commission
16. Principal functions, powers and duties of the Commission
17. Additional powers of the Commission
18. Representation of the Commission in legal proceedings
19. Director-General
20. Staff of the Commission
21. Appointment of officers of public corporations to the staff of the Commission
22. Members, officers and servants of the Commission deemed to be public servants
23. Commission deemed to be a Scheduled Institution within the meaning of the Bribery Act
24. Object and purpose of this Part
25. Prohibition against establishing an unlicensed exchange
26. Application to operate an exchange
27. Duties of an exchange
28. Cancellation of licence of an exchange
29. Effect of cancellation of the licence of an exchange
30. Closure of the exchange in an emergency
31. Listing requirements of a licensed exchange
32. Interpretation
33. Establishment of a clearing house in an exchange
34. Prohibition against establishing an unlicensed clearing facility
35. Power to grant a licence
36. Application for a licence to establish or operate a clearing house
37. Duties of a clearing house
38. Commission's power to regulate and supervise a licensed clearing house
39. Cancellation of licence of a clearing house
40. Aggrieved clearing house may appeal
41. Effect of cancellation of a licence to a clearing house
42. Default rules
43. Default proceedings etc. of a clearing house to take precedence
44. Supplementary provisions relating to default proceedings
45. Duty to report on completion of default proceedings
46. Net sum payable on completion of default proceedings
47. Right of relevant office holder to recover certain amounts arising from certain transactions
48. Clearing member to be party to certain transactions as principal
49. Market collateral delivered to a clearing house
50. Application of collateral subject to a market charge
51. Transfer of securities in settlement
52. Purchase and sale of securities
53. Defences in criminal or civil liability
54. Prohibition against operating an unlicensed central depository
55. Application to operate a central depository
56. Duties of a central depository
57. Cancellation of a licence of a central depository
58. Effect of cancellation of licence of a central depository
59. Securities account
60. Book entry securities lodged with the central depository
61. Record of entry in depositor's account
62. Effect of securities held in trust by the central depository
63. Validation
64. Rules of a market institution
65. Power of Court to order observance or enforcement of rules of market institutions
66. Control of substantial shareholders of a market institution
67. Power of the Commission to make a preliminary order to impose prohibition
68. Appointment of directors to a market institution
69. Alteration of material particulars of a market institution
70. Rights of an exchange or a clearing house
71. Defence in criminal or civil liability
72. Provision of assistance to the Commission
73. Annual reports
74. Duties of an auditor of a market institution
75. Obligation to submit periodic reports
76. Payment of annual fee
77. Prohibition against holding out
78. Power of the Commission to review its own decision
79. Object and purpose of this Part
80. Public Offer of Securities
81. Approval of the Commission for issue of securities
82. Prospectus or similar document
83. Commission to issue stop orders
84. Purchase, sale or transfer of securities
85. Power of the Commission to require the production of documents
86. Power of the Commission to issue directives to listed public companies
87. Duty not to furnish false information to the Commission
88. Duty not to make false statements to market institutions
89. Appointing directors or chief executive officer
90. Duties of an auditor of a listed public company
91. Prohibition against undue influence
92. Prohibition against holding out as a market intermediary
93. Requirement to be licensed with the Commission
94. Application for a licence or renewal of a licence as a market intermediary
95. Refusal to grant or renew a licence
96. Minimum financial requirements
97. Requirement to register with the Commission
98. Application for registration or renewal of registration
99. Grounds for refusal to register or renew registration
100. Power to vary conditions or restrictions
101. Duration of licence or registration
102. False and misleading statements to the Commission
103. Duty to notify the Commission
104. Prohibition against holding out as an agent
105. Cancellation or suspension of a licence or a registration
106. Trading in securities by market intermediaries
107. Lending and borrowing of securities without the consent of the client
108. Duty of an auditor of a market intermediary
109. Interpretation
110. Protection of client's assets
111. Rules on business conduct
112. Duty in making recommendations
113. Disclose certain interests in securities
114. Internal procedures and processes
115. Register of market intermediaries and registered persons
116. Object and purpose of this Part
117. Establishment of a market operator
118. Requirement to register a market operator
119. Application for registration
120. Functions and duties of a recognized market operator
121. Trading on a platform
122. Rules to be made by the Commission or the market operator
123. Cancellation of registration
124. Review of the performance of a recognised market operator
125. Application of the provisions of the Act to unlisted securities
126. Object and purpose of this Part
127. Application of this Part
128. False trading and market rigging transactions
129. Stock market manipulations
130. False or misleading statements
131. Fraudulently inducing persons to deal in securities
132. Use of manipulative and deceptive devices
133. Information
134. Information becoming generally available
135. Material effect on price or value of securities
136. Reference to "procure"
137. Prohibited conduct of persons in possession of information not generally available
138. Information in possession of an officer of a company
139. Information in possession of a partner or an employee of partnership
140. Exceptions in relation to underwriting and sub underwriting
141. Exceptions in relation to schemes of arrangement, reconstruction and takeover of companies
142. Exception for a company with knowledge
143. Exception in relation to an individual
144. Unsolicited transaction by market intermediaries
145. Exception in relation to collective investment schemes
146. Parity of information defence
147. Offences under this Part and punishment
148. Jurisdiction of the Courts
149. Prosecution of offences under this Part
150. Prosecution need not disprove the defences
151. Right of the aggrieved party to claim damages
152. Right of the Commission to recover damages and seek civil penalties
153. Prescription
154. Object and purpose of this Part
155. Levy of a Cess
156. Cess Fund
157. Fund of the Commission
158. Compensation Fund
159. Appointment of a Compensation Committee
160. Application for compensation
161. Payment of compensation
162. Financial Year
163. Audit of Accounts
164. Object and purpose of this Part
165. Production of documents and disclosure of information
166. Inquiries and investigations
167. Issue of freezing orders
168. Inquiry by Complaints Resolution Committee
169. Supplementary Service Providers
170. Implementation of agreements or memoranda of understanding
171. Sharing of information and cooperation
172. Whistleblower protection
173. Furnishing of information to the Minister
174. Protection for action taken under the Act
175. Offences
176. Acts applicable to the criminal process
177. Compounding of offences
178. Power of the Commission to impose administrative sanctions
179. Power of the Commission to protect investors'assets
180. Power of the Commission to apply to court for certain orders
181. Power of the Commission to publish information
182. Regulations
183. Rules
184. Derivatives not gaming or wagering contracts
185. Market maker
186. Recourse against decisions of the Commission
187. Repeals, savings and transitional provisions
188. Interpretation
189. Sinhala text to prevail in case of inconsistency