Securities regulation in Guyana

The Securities Industry Act 1998 and the Guyana Securities Council

The Securities Industry Act 1998 (Act No. 21 of 1998, Cap. 73:04 in the Laws of Guyana, L.R.O. 1/2022) was passed on 28 December 1998, assented to by President Janet Jagan on 31 December 1998, and published in the Official Gazette of the same day. The official chapter records amendments including in 2006 and 2015 (among them Act No. 1 of 2015, which inserted the Council’s AML supervisory power as section 6(bA)). Its long title states that it is an Act to provide for the registration of securities, brokers and dealers, certain self-regulatory organisations, and certain issuers of securities, and for the regulation of securities issuances, with the purpose of encouraging capital formation and the growth of efficient securities markets, while protecting purchasers of securities and promoting ethical behaviour in the securities industry. In the original Act, section 2 provided that the Act should come into operation on such day or days as the Minister might by order appoint. In the official L.R.O. 1/2022 text, section 2 is omitted, which is consistent with the commencement power having been spent. The Guyana Securities Council treats the Act as the statute under which it operates, and has made regulations under it, including the Conduct of Business Regulations, the Disclosure by Reporting Issuers Regulations (Regulations No. 8 of 2002), and the Securities Industry (Take-Overs) Regulations 2003, which are among the instruments listed in the official chapter. This review has not identified a later Act amending the 1998 statute in 2023, 2024, 2025 or 2026. The current official text, including any earlier amendment, should be confirmed from the Laws of Guyana and from the Council’s published materials.

Section 4 establishes the Guyana Securities Council. Section 5 provides that the functions of the Council are to advise the Minister on all matters relating to securities; to maintain surveillance over the securities markets and ensure orderly, fair and equitable dealings in securities; to register, authorise or regulate, in accordance with the Act, self-regulatory organisations, securities companies, securities intermediaries, brokers, dealers, traders, underwriters, issuers and investment advisers, and to control and supervise their activities with a view to maintaining proper standards of conduct and professionalism; to protect the integrity of the securities markets against abuses arising from the practice of insider trading; and to create and promote such conditions as may seem to it necessary, advisable or appropriate to ensure the orderly growth and development of the capital market. Section 6 confers corresponding powers, including powers to formulate principles for the guidance of the industry, to monitor the solvency of registrants, to supervise and minimise conflicts of interest, and to deal with take-overs and prospectuses, among other matters set out in that section. Section 19 requires the Council to consult with the Bank of Guyana and other agencies. The Council’s regulations, as listed in its official materials, include the Registration of Market Participants Regulations (Regulations No. 4 of 2002); Conduct of Business Regulations; Advertisements Regulations (No. 7 of 2002); Disclosure by Reporting Issuers Regulations (No. 8 of 2002); Prospectus Regulations (No. 9 of 2002); Registration of Issuers and Securities Regulations (No. 10 of 2002); Takeovers Regulations (No. 5 of 2005); and Accounting and Financial Statements Regulations (No. 6 of 2002). Those instruments, in the form now in force, should be read with the Act.

Registration of market participants, issuers and self-regulatory organisations

Part III of the Act deals with self-regulatory organisations. Section 31(1) provides that no person shall carry on business as a securities exchange or clearing agency, or carry on activities as an association of securities companies and intermediaries, unless registered as a self-regulatory organisation under the Act. Section 32 provides that a person shall not be so registered unless that person proposes to engage in the securities business, is a body corporate, is incorporated in Guyana or incorporated in any other State and registered in Guyana, and has a body of rules for the governance of its members. The Council is required, on an application, to publish notice in the Gazette and in a daily newspaper. The Act itself defines an “association of securities companies and intermediaries” as an organisation of securities companies and securities intermediaries that supervises its members to ensure compliance with the Act, regulates the conduct of its members or of any other person in the securities market, or regulates entry into, or the prices for services in, the market, as more fully set out in section 3. This review has not confirmed, from a publication of the Council or of Parliament, the current registered name of any particular exchange or association. The identity, rules, listing requirements and membership conditions of the registered organisation should be confirmed with the Council and from that organisation’s own rules. Those rules, once registered, operate within the statutory framework of Part III, including the Council’s powers in respect of obligatory rules, amendments, commissions and fees, delisting, inspection, sanctions and complaints.

Part IV deals with the registration of market participants. Section 47(1) provides that, subject to the Act, no person shall carry on business, or hold himself out, as a broker, a dealer, a trader, an underwriter, an investment adviser, a securities intermediary, or a securities company, unless that person is registered as such with the Council in accordance with the Act and, except in the case of an underwriter or an investment adviser, is the holder of a valid licence issued by a self-regulatory organisation. Where the Council considers the applicant suitable and the prescribed fee is paid, it shall register the applicant and issue a certificate of registration. “Basic qualifications,” for the purposes of that Part, include, for an individual, that the person is at least twenty-one years of age, resident in Guyana and of good character; and, for a company, that it is incorporated in Guyana, or incorporated in any other State and registered in Guyana. Further conditions, including the absence of an undischarged bankruptcy order, the absence of a conflict of interest, and prescribed experience, are set out in section 47(3) and should be read in full. Applications, exemptions (including for certain investment advisers under section 50), suspension and revocation are the subject of sections 48 to 54. The Act’s categories are those just named; a collective investment vehicle or similar issuer should be considered against the Act’s definitions of issuer, securities company and investment adviser, and against any applicable regulation, rather than against a category the Act does not use.

Part V provides for the registration of issuers and of securities. A “reporting issuer” is defined as an issuer that has filed a registration statement under section 56 and has not been the subject of an order of the Council altering that status. Section 57 provides for the registration of securities, and section 58 for annual reports. The content, timing and public-availability of those filings are a matter of the Act and of the Disclosure by Reporting Issuers Regulations and the Accounting and Financial Statements Regulations, which should be read for any particular issuer.

Distributions, disclosure, market misconduct and insider dealing

Part VI regulates distributions. A prospectus is required, subject to the exemptions in the Act; the Part also provides for a block distribution circular, for the contents of a prospectus and of a supplementary prospectus, for an expert’s consent, for a receipt for a prospectus, and for the amendment and cessation of a distribution. Offers and deliveries should be made only in accordance with those provisions and with the Prospectus Regulations. Civil liability in respect of a prospectus is the subject of Part X.

Part VII (market conduct and regulation) includes, among other things, prohibitions on market-rigging transactions (section 72); on inducement to purchase or sell securities by the dissemination of information (section 73); and on the employment of a deceptive device (section 74). It also deals with restrictions on recommendations, excessive trading, standards of conduct for registrants, disclosure of interests, trust accounts, confirmations and records, the control of advertisements, short positions, and holding out by an unregistered person. The Council may prescribe standards of conduct. The detailed elements of each prohibition, and the penalties, are those of the Act and should be read before any conduct is assessed.

Part IX deals with dealings by persons connected with issuers. Section 113 provides for the meaning of price-sensitive information. Section 114 prohibits the buying or selling of securities by certain persons. Sections 119 and 120 provide for exceptions and for a defence that is not available, and section 122 for penalties. Sections 115 and 116 provide for disclosure of beneficial interest and for public disclosure of beneficial ownership in certain cases, and section 117 for take-over bids, which are also the subject of the Takeovers Regulations. This note identifies those provisions from the Act’s official arrangement and from the readable portions of the official text; the elements of the insider-dealing offence, the connected-person definitions, and the penalties should be taken from sections 113 to 122 themselves, and should not be restated from unofficial summaries. Protecting the market against insider trading is, independently, one of the Council’s statutory functions under section 5(d).

Anti-money-laundering obligations and recent developments

The Council is a supervisory authority for reporting entities in the securities sector under section 22(1)(c) of the Anti-Money Laundering and Countering the Financing of Terrorism Act. A corresponding power was inserted in section 6 of the Securities Industry Act, as section 6(bA), by the Anti-Money Laundering and Countering the Financing of Terrorism (Amendment) Act 2015 (Act No. 1 of 2015). The Council first issued an AML/CFT/CPF guideline for securities reporting entities on 30 January 2023, and updated and re-issued it on 15 August 2025 as Guideline No. 1 of 2025. The guideline, and the AML/CFT Act as amended (including by Act No. 15 of 2023), should be read for the customer-due-diligence, reporting, record-keeping and governance obligations of a securities intermediary, securities company, or other reporting entity. Guyana’s Fourth Round Mutual Evaluation Report, dated July 2024, is published with the Council’s materials and is a further official source on the sector’s AML/CFT framework.

As already noted, this review has not identified a 2023–2026 Act amending the Securities Industry Act itself. Reform proposals discussed publicly should not be treated as enacted unless they appear in an instrument that is in force. A person proposing to issue securities, to carry on business as a broker, dealer or investment adviser, or to operate an exchange or clearing facility in Guyana, should take advice on Council registration, on any self-regulatory licence, on prospectus and continuing-disclosure obligations, on the market-conduct and insider-dealing provisions, and on AML/CFT duties, before commencing the activity or soliciting investors.