The Central Bank of the Republic of San Marino hereby announces the issuance of the Regulation on Investment Solicitation (referred to as the Prospectus Regulation), which will come into effect on January 1, 2024.
As previously indicated during the commencement of the public consultation process, which concluded on October 20th of this year, the Regulation implements the regulatory mandates outlined in Title I of Part III ("Regulation of Issuers") of the LISF, particularly Articles 106, 107, and 108. It establishes, on a regulatory basis, the guidelines and practices that have been adopted thus far in the investigative and authorization procedures related to investment solicitations in San Marino. This includes the relevant standards of transparency and fairness applicable to the offering parties, whether they are appointed distributors (San Marino financial intermediaries) or direct issuers (including those that are non-financial or non-Sammarinese). The Regulation is benchmarked against the most recent corresponding standards adopted at the European level, particularly Regulation (EU) 2017/1129 and its associated implementing acts.
The content of the provision, following the consultation, remains largely unchanged, with only modifications related to:
(a) a clearer delineation of the definition of a financial product;
b) a reduction in the approval timeframe for prospectuses by the Supervisory Authority to 20 business days;
c) the provision for a waiting period of at least 30 days for any future amendments to the schedules attached to the regulation and published on this website, with such amendments applicable only to requests submitted after the expiration of the specified period.
The provision marks another significant regulatory step toward the completion of the implementing regulations of the LISF and the integration of the EU acquis in the financial sector.