Licensing & Authorisation Act, 2025

(1) This Act may be cited as the Licensing & Authorisation Act, 2025.

(2) This Act shall come into operation on such date as may be appointed by Order of the Minister responsible for finance and financial services (“the Minister”) and published in the Official Gazette.

In this Act, unless the context otherwise requires—

1. “Authority” means the Neves Licensing Authority established under the Neves Licensing Authority Establishment Act, 2025;
2. “Board” means the Board of the Neves Licensing Authority;
3. “competent body” means the Authority, the Neves Financial Services Authority (NFSA), the Neves Gaming Authority (NGA) or any other body designated under this Act;
4. “fit and proper” refers to the integrity, competence, soundness of judgment and financial standing required of persons who direct, manage or control a licensee, as further described in this Act and in Rules made under it;
5. “license” means an authorisation granted under this Act to carry on a specified activity or class of activities in or from Neves;
6. “licensee” means a person to whom a license has been granted under this Act and whose license has not been revoked or surrendered;
7. “licensed activity” means an activity, service or business for which a license is required under this Act or any other enactment which refers to this Act;
8. “NFSA license family” means licenses granted in respect of financial services and related activity overseen by the NFSA;
9. “NGA license family” means licenses granted in respect of gaming and ancillary services overseen by the NGA;
10. “principal officer” means a director, partner, senior manager or other individual exercising significant influence over the direction or management of a licensee;
11. “Rules” means Rules issued by the Authority or by a competent body under this Act and approved by the Minister where required;
12. words and expressions used but not defined in this Act and defined in any other sovereign Act overseen by the Neves Licensing Authority shall bear the same meaning as in that Act, unless the context requires otherwise.

(1) This Act shall be read together with and in addition to the Neves Licensing Authority Establishment Act, 2025, the AML / CFT & Financial Crime Prevention Act, 2025, the NFSA Act and the NGA Act.

(2) Where there is any inconsistency between this Act and another enactment which refers to it, this Act shall prevail to the extent of the inconsistency, unless expressly provided otherwise.

(1) No person shall carry on, or hold themselves out as carrying on, a licensed activity in or from Neves except under and in accordance with a license granted under this Act or an enactment which applies this Act.

(2) A person who contravenes subsection (1) commits an offence and is liable, on conviction, to the sanctions set out in this Act or in any other applicable sovereign Act.

(1) licenses granted under this Act shall, at a minimum, be grouped into the following families—

1. the NFSA license family, covering financial services and financial market activity; and
2. the NGA license family, covering gaming, betting and related ancillary services.

(2) Additional license families or sub-families may be created by Rules made under this Act, having regard to the nature and risk of the activities concerned.

(1) Within each license family, the Authority or the relevant competent body may establish classes or sub-classes of license to distinguish between different types of activity, scale, client base or risk profile.

(2) Classes and sub-classes of license, and the activities permitted under each, shall be described in Rules made under this Act and published on the official website of the Neves Licensing Authority.

(1) The Minister may, on the recommendation of the Authority, by Order published in the Official Gazette—

1. specify activities which are exempt from the requirement to hold a license, subject to such conditions as may be set out in the Order; or
2. identify circumstances in which an entity is deemed not to be carrying on a licensed activity for the purposes of this Act.

(2) Any exemption or exclusion under subsection (1) shall be based on documented consideration of the risks associated with the activity and any safeguards in place.

(1) An application for the grant of a license under this Act shall be made to the Authority or to the relevant competent body in the form specified in Rules made under this Act.

(2) An application shall be accompanied by—

1. business plans, financial projections and programme of operations appropriate to the proposed activity;
2. information and documents relating to ownership, governance, management, systems and controls;
3. fit and proper information for owners and principal officers; and
4. such other information and fees as may be required under this Act or under applicable Rules.

(1) The Authority or relevant competent body shall not grant or maintain a license unless it is satisfied that the applicant and its owners and principal officers are fit and proper.

(2) In assessing fitness and propriety, regard shall be had to—

1. honesty, integrity and reputation, including any history of misconduct or dishonesty;
2. competence, capability and experience in relation to the proposed role and business; and
3. financial soundness, including the ability to meet obligations as they fall due.

(3) The Authority may issue further fit and proper guidance through Rules or other published criteria.

(1) In assessing an application for a license, the Authority or relevant competent body shall consider, at a minimum—

1. the applicant’s business model, risk profile and governance arrangements;
2. the adequacy of proposed systems, controls, staffing and technology; and
3. the potential impact of the proposed activity on clients, markets and the reputation of Neves.

(2) The Authority may request additional information, clarification or supporting documents and may meet with the applicant’s senior management before making a decision.

(1) After reviewing an application, the Authority or relevant competent body may—

1. grant the license, with or without conditions; or
2. refuse the application, giving written reasons for its decision.

(2) A decision shall be notified in writing to the applicant within the timeframes set out in Rules under this Act.

(1) A license may be granted subject to such conditions as the Authority or relevant competent body considers appropriate, including but not limited to—

1. restrictions on the type or scale of business;
2. requirements relating to capital, liquidity or insurance;
3. limitations on outsourcing or delegation of functions; and
4. requirements regarding reporting, disclosure, or client asset protection.

(2) Conditions may be amended, added or removed in accordance with Part V of this Act.

(1) A license shall be issued in writing, may be issued in electronic form and shall specify—

1. the name of the licensee;
2. the license family and class;
3. the activities for which the licensee is authorised; and
4. any conditions attaching to the license.

(2) Unless otherwise stated, a license shall remain in force until revoked or surrendered, subject to payment of any applicable fees and continued compliance with this Act and any license conditions.

(1) A licensee shall at all times conduct its business honestly, fairly and in a manner that promotes confidence in Neves as a jurisdiction.

(2) A licensee shall comply with this Act, any other enactment applicable to its business, and any conditions attached to its license.

(1) A licensee shall maintain governance structures, management arrangements, systems and controls that are appropriate to the nature, scale and complexity of its business.

(2) Governance and systems shall, at a minimum, address—

1. risk management and internal control;
2. AML / CFT and financial crime prevention;
3. client money and client asset protection, where applicable; and
4. business continuity and incident management.

(1) A licensee shall at all times maintain such capital, liquidity and financial resources as may be set out in Rules made under this Act or under other applicable sovereign Acts.

(2) Where a licensee becomes aware of a material deterioration in its financial position, it shall notify the Authority or relevant competent body without delay.

(1) A licensee shall provide periodic and ad hoc returns to the Authority or relevant competent body in such form and at such frequency as may be specified in Rules or in license conditions.

(2) A licensee shall promptly provide any information requested by the Authority or relevant competent body for the purposes of oversight, supervision or enforcement.

(1) No person shall acquire or dispose of a significant interest in a licensee, nor shall a licensee implement a material change in its ownership or control structure, without prior notification to the Authority and, where required under Rules, prior written approval.

(2) A significant interest shall be interpreted in line with fit and proper guidance and any thresholds set out in Rules under this Act.

(1) A licensee shall keep adequate books and records relating to its business, clients and transactions, for at least the minimum period specified in the relevant enactments or in Rules issued under this Act.

(2) Records shall be kept in a manner that allows timely retrieval and inspection by the Authority or other competent bodies.

(1) A licensee may apply for a variation of its license to add, remove or modify licensed activities or license conditions.

(2) The Authority or relevant competent body may vary a license on its own initiative where it considers that this is necessary to address risks, protect clients or uphold the objectives of this Act.

(1) The Authority or relevant competent body may suspend a license, in whole or in part, where—

1. the licensee is in serious or repeated breach of this Act, other applicable enactments or license conditions;
2. the licensee no longer appears fit and proper; or
3. it is necessary as an interim step while further inquiries or enforcement measures are pursued.

(2) A suspension may be made subject to time limits and such directions as the Authority considers appropriate.

(1) The Authority or relevant competent body may revoke a license where—

1. the licensee has ceased to carry on the licensed activity;
2. the license was obtained on the basis of false or misleading information;
3. the licensee is in persistent or serious breach of this Act or license conditions; or
4. revocation is necessary to protect clients, the integrity of Neves or its financial system.

(2) Before revoking a license, the Authority shall give the licensee an opportunity to make written representations, unless urgency or the public interest requires immediate action.

(1) A licensee may apply to surrender its license in the manner set out in Rules under this Act.

(2) The Authority or relevant competent body shall not approve a surrender unless it is satisfied that the interests of clients and other stakeholders have been properly addressed.

(1) Where a license is suspended, revoked or surrendered, the licensee shall immediately cease the relevant activities, except as necessary to implement an orderly wind-down or as otherwise directed by the Authority.

(2) The Authority may give directions regarding client communication, the treatment of client assets and any necessary transitional arrangements.

(1) The Authority or relevant competent body shall maintain an up-to-date register of licensees, which may be kept in electronic form.

(2) The register shall contain, at a minimum, the name of the licensee, license family and class, status of the license and any other fields determined by the Authority.

(1) The Authority shall make available, through its official website or other means, a public search facility to verify the status of licensees.

(2) The scope of public information available under subsection (1) may be limited where necessary to protect confidential or sensitive information.

(1) The Minister may, on the recommendation of the Authority, approve fee schedules for license applications, renewals, variations and ongoing supervision.

(2) Fees shall be published and may be revised from time to time, taking account of the nature and scale of the services delivered by the Authority and competent bodies.

(1) The Authority may publish notices in relation to the grant, suspension, revocation or surrender of licenses on its official website or in the Official Gazette, as it considers appropriate.

(2) Publication may be limited or deferred where necessary to protect ongoing inquiries or the interests of clients.

(1) The Authority and relevant competent bodies shall oversee compliance with this Act and may take such supervisory measures as are necessary and proportionate, including—

1. onsite and offsite assessments;
2. requests for information, documents and explanations;
3. direction letters, remedial plans and heightened monitoring; and
4. any other measure specified in Rules under this Act.

(1) Where the Authority or a competent body is satisfied that a licensee or other person has failed to comply with this Act or a license condition, it may impose one or more of the following administrative sanctions—

1. a written warning;
2. a requirement to take specified remedial action within a stated period;
3. an administrative penalty up to the maximum amounts set out in Rules under this Act;
4. temporary restrictions on the carrying on of specified activities; or
5. any other administrative measure provided for in a sovereign Act overseen by the Neves Licensing Authority.

(2) Administrative sanctions shall be applied in a way that is proportionate, dissuasive and consistent with the objectives of this Act.

(1) Before imposing a significant administrative sanction, suspending or revoking a license, the Authority shall give the person concerned an opportunity to make written representations, unless urgency or the public interest requires immediate action.

(2) The Authority shall keep a written record of the reasons for any such decision.

(1) Persons carrying on activities which become licensed activities on the commencement of this Act shall, within the transitional period specified in Rules under this Act, apply for a license if they wish to continue such activities.

(2) During the transitional period, the Authority may set interim conditions for such persons in order to protect clients and the reputation of Neves.

(1) The Minister may, on the recommendation of the Authority, make Rules or Orders for the better carrying out of the purposes of this Act, including but not limited to—

1. defining license families, classes and sub-classes;
2. setting out application procedures and documentation requirements;
3. specifying capital, governance and reporting expectations;
4. setting fee scales for applications, renewals and ongoing oversight; and
5. defining administrative penalty ranges and thresholds for the purposes of this Act.

Nothing in this Act shall limit any powers or obligations arising under the Neves Licensing Authority Establishment Act, 2025, the AML / CFT & Financial Crime Prevention Act, 2025, the NFSA Act, the NGA Act or any other sovereign Act overseen by the Neves Licensing Authority.

This Act shall bind the State.