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Investment firm and broker-dealer licensing

Brokerage, order execution, dealing in securities and portfolio services are regulated investment activities almost everywhere. We help you define the activities you actually need, choose the jurisdiction and capital class, and build a firm that is ready for authorisation and ongoing supervision.

MiFID II · IFDAIFC · AFSAAuthorisation / licence
The regime

What an investment firm licence covers

An investment firm licence permits a company to provide investment services in financial instruments: receiving and transmitting client orders, executing them, dealing on own account, managing portfolios, giving investment advice, underwriting and placing. In the EU this is an authorisation under MiFID II (the Markets in Financial Instruments Directive); in offshore centres the same business is usually licensed as a securities dealer or investment dealer.

The licence is granted for specific activities and instruments, not for the business as a whole. The set of activities determines the capital class, the organisational requirements and whether the firm may hold client money and securities. A broker that only passes orders to another firm and never holds client assets falls into the lowest class; a firm that deals as principal or underwrites on a firm commitment basis falls into the highest.

Kazakhstan has two separate systems. The national licence for broker-dealer activity on the securities market is issued by the Agency for Regulation and Development of the Financial Market (ARDFM). Investment firms in the Astana International Financial Centre (AIFC) are authorised by the Astana Financial Services Authority (AFSA) under AIFC law. The two are not interchangeable.

Who needs this licence

  • Online brokers giving retail or professional clients access to exchange-traded securities
  • Introducing brokers that receive and transmit orders to an executing broker
  • Firms that deal on own account or act as market makers
  • Portfolio managers and investment advisers working under an investment firm licence
  • Arrangers and placement agents for bond and equity issues
  • Fintech platforms offering investment products through an app
  • Groups adding a regulated brokerage entity to an existing payments or crypto business
Scope

Scope of the licence

What it permits

  • Reception and transmission of client orders
  • Execution of orders on behalf of clients
  • Dealing on own account, where the licence class permits it
  • Portfolio management and investment advice
  • Underwriting and placing of financial instruments, with or without a firm commitment
  • Holding client money and financial instruments, in the higher capital classes and with safeguarding

Restrictions

  • Only the activities and instruments listed in the authorisation may be provided
  • Holding client money or securities requires a higher capital class and segregation arrangements
  • A licence from one country does not by itself permit marketing to clients in another
  • Leveraged products for retail clients are subject to separate restrictions (see the forex and CFD page)
  • Changes of activities, qualifying holders and key persons require prior approval or notification
  • Crypto-asset services require a separate permission; in the EU an authorised investment firm may instead use a MiCA notification
Jurisdictions

Jurisdictions compared

The table shows only requirements confirmed against official sources as of 15 October 2026. Where an official figure could not be confirmed, we describe the requirement without a number.

JurisdictionRegulatorRegimeKey points
EU (all Member States)National competent authorityAuthorisation (MiFID II)Initial capital under the Investment Firms Directive, Art. 9: €75,000 for order reception and transmission, execution, portfolio management, advice and placing without firm commitment, if the firm does not hold client money or securities; €150,000 for other firms, including those holding client assets or operating an MTF; €750,000 for dealing on own account and underwriting or placing on a firm commitment basis
Cyprus, Lithuania, Czech Republic, EstoniaCySEC; Bank of Lithuania; Czech National Bank; FinantsinspektsioonAuthorisation (MiFID II)The same EU capital classes apply; the national procedure, filing language and supervisory practice differ
United KingdomFinancial Conduct Authority (FCA)AuthorisationPermanent minimum requirement under MIFIDPRU: £75,000 for order reception and transmission, execution, portfolio management, advice and placing without firm commitment, with no client money; £150,000 for MTF operators and firms holding client money or assets; £750,000 for dealing on own account and underwriting or placing on a firm commitment basis
SwitzerlandFINMALicence (securities firm)Licence under the Financial Institutions Act; minimum capital is set by ordinance and confirmed against the official text at the assessment stage; organisational and audit requirements apply
AIFC (Kazakhstan)AFSAAuthorisationBase capital under the AIFC Prudential Rules for Investment Firms: USD 10,000 for advising and arranging deals; USD 50,000 for dealing as agent or as matched principal; USD 150,000 for managing investments; USD 500,000 for dealing as principal and providing custody. Dealing firms hold additional capital for credit, market and operational risk; where a firm carries on several activities, the highest amount applies
Kazakhstan (national regime)ARDFMLicenceLicence for broker-dealer activity on the securities market, with or without the right to keep client accounts as a nominee holder; capital requirements are confirmed against the current ARDFM resolutions for each project
SeychellesFinancial Services Authority (FSA)Licence (securities dealer)Paid-up capital of USD 100,000 (FSA guidelines, version 5 of 5 March 2026); at least two individual directors, a licensed representative and a compliance officer; an office and middle- and back-office functions in Seychelles; the licence is issued for one year
MauritiusFinancial Services Commission (FSC)Licence (investment dealer)Minimum stated unimpaired capital: MUR 10,000,000 for a full-service dealer with underwriting; MUR 1,000,000 without underwriting; MUR 700,000 for a broker; MUR 600,000 for a discount broker
VanuatuVanuatu Financial Services Commission (VFSC)Licence (financial dealer, principal's licence)Classes A to D by type of instrument; no statutory minimum capital; deposit of VT 5,000,000 with the Commissioner; insurance of at least VT 5m per claim and VT 50m in aggregate; office in Vanuatu and a manager or director resident for six months a year

How the regimes differ

  • Capital follows activities: the EU and UK use three classes (75,000, 150,000 and 750,000 in euros or pounds respectively), the AIFC a table from USD 10,000 to USD 500,000, Mauritius separate dealer and broker categories, and Vanuatu a deposit and insurance instead of minimum capital.
  • Dealing as principal is always the most demanding activity: the highest class in the EU and UK, and USD 500,000 base capital in the AIFC plus risk-based capital for dealing firms.
  • Substance differs: Seychelles requires the office and middle- and back-office functions to be on the islands, and Vanuatu a resident manager or director; EU and UK regulators assess where the firm is actually managed.
  • An offshore licence permits activity from that centre under its law; it is not permission to market to clients in the EU, UK or Kazakhstan.
  • In Kazakhstan the national ARDFM licence and AIFC authorisation are separate regimes with different law, regulator and procedure.
  • Licence term: the Seychelles securities dealer licence is issued for one year, so renewal is part of the operating calendar.
Requirements

Key requirements

Company and owners

  • A company incorporated in the licensing jurisdiction; in the AIFC, registration as an AIFC participant
  • Transparent ownership structure down to the ultimate beneficial owners
  • Evidence of source of funds and source of wealth of qualifying holders
  • Fit-and-proper assessment of shareholders, directors and key persons

Capital and finances

  • Initial capital matching the highest activity class, paid in before the licence is issued or as a condition of approval
  • Ongoing capital adequacy and prudential reporting under the regime's rules
  • Financial projections (three years in the AIFC business plan) and a capital plan for stress scenarios
  • Separate budgets for regulatory capital, state and supervisory fees, and operating costs

Management, team and local presence

  • Qualified directors and senior managers with relevant market experience
  • Compliance, risk management and internal control functions proportionate to the business
  • Local substance where required: office, resident director or manager, local operations
  • A licensed representative where the law requires one, for example in Seychelles

Compliance and IT

  • AML/CFT framework: risk assessment, KYC/KYB, sanctions and PEP screening, transaction monitoring
  • Client classification, suitability and appropriateness, best execution and conflicts of interest policies
  • Safeguarding of client money and assets with regular reconciliations
  • Trading, back-office and reporting systems with information security and business continuity

Regulatory capital is separate from state and application fees, operating costs and our fees. Our fees are agreed after the project assessment.

Documents

Main application documents

  • Regulator's application forms
  • Regulatory business plan describing services, instruments, clients and markets
  • Financial model, projections and capital calculation
  • Corporate documents and group structure chart
  • Personal questionnaires, CVs and fit-and-proper documents for owners and managers
  • Evidence of source of funds and source of wealth
  • Governance, organisational structure and internal control framework
  • AML/CFT policy, risk assessment and KYC procedures
  • Conduct of business policies: client classification, best execution, conflicts of interest, complaints
  • Client money and asset safeguarding arrangements
  • Description of IT systems and outsourcing, information security and business continuity plan
  • Draft client agreement and risk disclosures
Process

How the project runs

  1. 01

    Perimeter and model analysis

    We map each product to regulated activities and instruments and determine the capital class. Result: an activity map and a shortlist of jurisdictions.

  2. 02

    Jurisdiction and structure

    Choice of regime, group structure and local presence. Result: an agreed plan with capital, fees and operating costs shown separately.

  3. 03

    Company and team

    Incorporation, appointment of directors and key persons, office and service providers.

  4. 04

    Application package

    Business plan, financial model, policies, procedures and IT description are prepared and filed, after a pre-application meeting where the regulator offers one.

  5. 05

    Regulator review

    Answers to questions, interviews with key persons, document updates; in the AIFC, in-principle approval with conditions.

  6. 06

    Launch

    Capital paid in, conditions met, systems tested; client onboarding starts under the licence.

Timing

Timing

Review periods differ by regime. The Seychelles FSA guidelines indicate 30 working days for a complete securities dealer application, while the AFSA guide sets no fixed period and links timing to the quality of the application. In practice, timing depends on the completeness of the package, the regulator's questions and how quickly the team, capital and systems are in place.

  • Range of activities and whether dealing on own account is included
  • Completeness and quality of the business plan and policies
  • Fit-and-proper review of owners and managers, especially in complex structures
  • Time needed to hire local staff and set up the office
  • Opening bank and custody accounts for capital and client money
  • Readiness of trading and back-office systems
Our work

What our team does

Lawyers

  • Analysis of the business model and the regulated activities it triggers
  • Comparison of jurisdictions and choice of regime
  • Company registration and corporate structuring
  • Preparation of the application and dialogue with the regulator
  • Client agreements, terms of business and risk disclosures
  • Opinions on foreign law, prepared together with local counsel where required

Finance specialists

  • Business plan and financial model
  • Capital requirement calculation and capital plan
  • Budget separating regulatory capital, fees and operating costs
  • Set-up of prudential and financial reporting after authorisation

AML/compliance specialists

  • AML/CFT risk assessment and policy
  • KYC/KYB, sanctions and PEP screening procedures
  • Transaction and trading monitoring scenarios, suspicious activity handling
  • Training and inspection readiness; support for the person the company appoints as compliance officer

Engineers

  • Requirements for trading, back-office and client portal systems
  • Development and integration of onboarding, KYC and reporting tools
  • Information security, access control and business continuity documentation
  • Integrations with execution venues, custodians and banks
After authorisation

After authorisation

  • Maintaining capital at or above the required level at all times
  • Regular prudential and financial reporting, audited annual accounts
  • Reconciliations of client money and assets
  • AML/CFT reporting, monitoring and periodic updates of the risk assessment
  • Prior approval or notification of changes in owners, managers and activities
  • Annual licence renewal where the regime provides for it, for example in Seychelles
  • Supervisory fees and responses to regulator inspections
FAQ

Frequently asked questions

Describe your project in a few sentences. We will give you a substantive reply: which questions need answering and where to start.

Discuss your project
Which capital class applies to a broker?

It depends on whether the firm holds client money or securities and whether it deals on own account. In the EU, a broker that only receives, transmits or executes orders and holds no client assets needs €75,000; holding client assets raises the requirement to €150,000, and dealing on own account to €750,000. The UK uses the same structure in pounds sterling.

Can an offshore licence be used to serve clients in the EU or UK?

Not by itself. An offshore licence permits activity from that jurisdiction under its law; targeting clients in the EU or UK generally requires local authorisation. We assess target markets at the start so that the structure matches the distribution plan.

Is an AIFC investment firm the same as a Kazakhstan broker-dealer?

No. AIFC authorisation is granted by AFSA under AIFC law to AIFC participants; the national broker-dealer licence is issued by ARDFM under Kazakhstan law. The choice depends on the clients, instruments and market infrastructure you plan to use.

Does a licence come with a bank account?

No. Banks and custodians make their own decisions. We prepare the documents they usually request and help you approach suitable institutions, but account opening cannot be guaranteed.

How is the project budget made up?

There are three separate budgets: regulatory capital, state and supervisory fees, and operating costs such as staff, office, systems and audit. Our fees are agreed after the initial assessment of the model and jurisdiction.

Can you act as our compliance officer?

We do not perform regulated functions ourselves. We help select, prepare and support the person the company appoints, and can discuss outsourced support models where the law allows; this is confirmed for each project.

Can an investment firm also provide crypto-asset services?

In the EU, an authorised investment firm may provide crypto-asset services by notification under MiCA instead of a separate authorisation. Outside the EU the answer depends on the local regime and is checked separately.

Sources checked on 15 October 2026
  • Directive (EU) 2019/2034 (IFD), Art. 9 initial capital — EUR-Lex — https://eur-lex.europa.eu/legal-content/EN/TXT/HTML/?uri=CELEX:32019L2034 (checked 15 Oct 2026)
  • Czech National Bank, press release on MiCA authorisations and notifications, 1 Jul 2026 — https://www.cnb.cz/cs/cnb-news/tiskove-zpravy/MiCA-CNB-udelila-kryptolicenci-11-subjektum (checked 15 Oct 2026)
  • FCA Handbook, MIFIDPRU 4.4 permanent minimum capital requirement — https://handbook.fca.org.uk/handbook/MIFIDPRU/4/4.html (checked 15 Oct 2026)
  • FINMA, banks and securities firms — getting licensed — https://www.finma.ch/en/authorisation/banks-and-securities-firms/getting-licensed/banks/ (checked 15 Oct 2026)
  • AFSA, AIFC Prudential Rules for Investment Firms, Rule 3.3 (Table 3.3) — https://orderly.myafsa.com/entiresection/a000100020002000I0004/3.-minimum-capital-requirement (checked 15 Oct 2026)
  • AFSA, Guide on the Authorisation Process (V3_072024) — https://afsa.aifc.kz/files/pages/2134/docs/10/guide-on-the-authorisation-process_.pdf (checked 15 Oct 2026)
  • FSA Seychelles, Securities Dealer Application Guidelines v5 (5 Mar 2026) — https://fsaseychelles.sc/component/edocman/securities-dealer-application-guidelines-2/download?Itemid=0 (checked 15 Oct 2026)
  • FSC Mauritius, Securities (Licensing) Rules 2007, Fourth Schedule — https://www.fscmauritius.org/media/2129/3-securities-licencing-rules-2007.pdf (checked 15 Oct 2026)
  • VFSC Vanuatu, Financial Dealers Licensing Act [CAP. 70], Consolidated Edition 2026 — https://www.vfsc.vu/wp-content/uploads/2026/04/Financial-Dealers-Licensing-Act-CAP.-70-Consolidated-Edition-2026.pdf (checked 15 Oct 2026)

Discuss your brokerage model

Describe the services, instruments and target clients. We will map the regulated activities, compare suitable jurisdictions and show capital, fees and operating costs as separate items before you commit.

Discuss your project
Contact

Tell us about your project

We will review the description and give you a substantive reply: which regime may apply and where to start.

Prefer e-mail? Write to us directly.info@paralex.kz

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