3.1 Representation

A Representative Office must not represent or hold itself out as representing any Person who is not:

• (a) itself;
• (b) its head office; or
• (c) another member of its Group

3.2 Place of Business

(1) A Representative Office must have a place of business within the geographical boundaries of the AIFC.

(2) A Representative Office must not share an office with another Authorised Firm unless such Authorised Firm is a member of the Representative Office's Group.

3.3 Fitness and Propriety

(1) A Representative Office must at all times be fit and proper to hold a Licence.

(2) The AFSA may determine the fitness and propriety of the Representative Office at any time according to the criteria set out in REP 2.2.2.

(3) If the AFSA determines that the Representative Office is not fit and proper the AFSA may revoke the Representative Office's Licence.

(4) A Representative Office must notify the AFSA immediately if it becomes aware of any pending or actual insolvency of itself or of the entity which it is representing.

3.4 Principal Representative

(1) A Representative Office must at all times have a Principal Representative who has satisfied the AFSA as to his/her fitness and propriety. The AFSA may give a Representative Office written notice that a Principal Representative  is not fit and proper if the AFSA makes such a determination.

(2) If:

1. (a)      the Principal Representative ceases to be an employee of the Representative Office; or
2. (b)       the Representative Office receives the notice described in REP 3.4(1),

the Representative Office must designate a replacement Principal Representative as soon as possible after, and in any event within 28 days of, either the Principal Representative's departure or the Representative Office's receipt of the notice mentioned in REP 3.4(1). The AFSA may revoke a Representative Office's Licence if they fail to follow the procedure outlined in REP 3.4(2).

3.5 Employees

(1) A Representative Office must not permit any staff member to be an Employee of another Authorised Person.

(2) A Representative Office must ensure, as far as reasonably practical, that its Employees are fit and proper.

3.6 Dealing with property

(1) Notwithstanding REP 3.6(2), a Representative Office must not hold or control money or other property belonging to another Person.

(2) A Representative Office may hold or control money or other property belonging to a related party if such actions are necessary to deal with the Representative Office's ordinary business operating expenses.

3.7 Communications

General Communications

(1) The statements:

(a) "Regulated by the Astana Financial Services Authority as a Representative Office"; or

(b) "Regulated by the AFSA as a Representative Office",shall be disclosed in every key business document in connection with carrying on the Regulated Activity of Operating a Representative Office.

(2) A Representative Office must not expressly or impliedly misrepresent its status or hold itself out as able to carry on a Regulated Activity other than Operating a Representative Office.

(3) The AFSA logo must not be reproduced by a Representative Office without express written permission from the AFSA and in accordance with any conditions for its use.

(4) Reasonable steps must be taken by a Representative Office to ensure that communications to a Person in relation to a Financial Product or Financial Service are clear, fair and not misleading.

(5) A Representative Office must not attempt to limit or avoid any duty or liability it may have under the Framework Regulations, Rules or any other relevant legislation to any Person.

Marketing material

(6) In addition to the requirements on general communications in REP 3.7, any marketing material communicated to a Person must contain:

(a) the name of the Representative Office communicating the marketing material and on whose behalf the marketing material is being communicated; and

(b) if the marketing material is directed at a specific class or category of investor, a clear statement to that effect and that no other Person should act upon it.

(7) If the marketing material includes standard terms of a contract of insurance or banking services, or a prospectus or other offering document, the Representative Office must ensure that such material contains in a prominent position, or have attached to it, a statement that clearly:

(a) describes the foreign jurisdiction and the legislation in that jurisdiction that applies to the Financial Product;

(b) states the name of the relevant Financial Services Regulator in that jurisdiction;

(c) describes the regulatory status accorded to the Financial Product by that Financial Services Regulator; and

(d) includes the following warning:

“This document relates to a financial product which is not subject to any form of regulation or approval by the Astana Financial Services Authority (“AFSA”). The AFSA has no responsibility for reviewing or verifying any prospectus or other documents in connection with this financial product. Accordingly, the AFSA has not approved this document or any other associated documents nor taken any steps to verify the information set out in this document, and has no responsibility for it. The financial product to which this document relates may be illiquid and/or subject to restrictions on its resale. Prospective purchasers should conduct their own due diligence on the financial product. If you do not understand the contents of this document you should consult an authorised financial adviser authorised by the AFSA”.

(8) A Representative Office must not distribute marketing material if it becomes aware that the Person offering the Financial Product or financial service to which the material relates is in breach of a regulatory or legal requirement that applies to that Person in relation to that product or service.

(9) A Representative Office must ensure that any marketing material containing information or representations relating to past performance, or any future forecast based on past performance or other assumptions, which is provided to a Person is clear, fair and not misleading and contains a prominent warning that past performance is not necessarily a reliable indicator of future results.

(10) A Representative Office must take reasonable steps to ensure that no Person of or associated with the Representative Office communicates or otherwise uses the marketing material on behalf of the Representative Office in a manner that amounts to a breach of the requirements in this section.

3.8 Marketing of Foreign Funds

A Representative Office may only market a Unit of a Foreign Fund in accordance with the requirements set out in the CIR.

3.9 Record keeping

Records relating to the activities and functions of a Representative Office, including marketing materials, must be maintained for at least six years.