Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU (recast) (Text with EEA relevance)Text with EEA relevance

• Coming into Force: 23 March 2023
• Date: 23 March 2023
• Celex Number: 02014L0065-20230323
• Published date: 23 March 2023

02014L0065 — EN — 23.03.2023 — 010.001

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►B DIRECTIVE 2014/65/EU OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU (recast) (Text with EEA relevance) (OJ L 173 12.6.2014, p. 349)

Amended by:

		Official Journal
		No	page	date
►M1	REGULATION (EU) No 909/2014 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 23 July 2014	L 257	1	28.8.2014
►M2	DIRECTIVE (EU) 2016/97 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 20 January 2016	L 26	19	2.2.2016
►M3	DIRECTIVE (EU) 2016/1034 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 23 June 2016	L 175	8	30.6.2016
►M4	DIRECTIVE (EU) 2019/2034 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 27 November 2019	L 314	64	5.12.2019
►M5	REGULATION (EU) 2019/2115 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 27 November 2019	L 320	1	11.12.2019
►M6	DIRECTIVE (EU) 2019/2177 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 18 December 2019	L 334	155	27.12.2019
►M7	DIRECTIVE (EU) 2020/1504 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 7 October 2020	L 347	50	20.10.2020
►M8	DIRECTIVE (EU) 2021/338 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 16 February 2021	L 68	14	26.2.2021
►M9	REGULATION (EU) 2022/858 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 30 May 2022	L 151	1	2.6.2022

Corrected by:

►C1	Corrigendum, OJ L 188, 13.7.2016, p. 28 (2014/65/EU)
C2	Corrigendum, OJ L 273, 8.10.2016, p. 35 (2014/65/EU)
►C3	Corrigendum, OJ L 064, 10.3.2017, p. 116 (2014/65/EU)

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▼B

DIRECTIVE 2014/65/EU OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL

of 15 May 2014

on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU

(recast)

(Text with EEA relevance)

TITLE I

SCOPE AND DEFINITIONS

Article 1

Scope

▼M6

1.

This Directive shall apply to investment firms, market operators, and third-country firms providing investment services or performing investment activities through the establishment of a branch in the Union.

▼B

2.

This Directive establishes requirements in relation to the following:

(a)

authorisation and operating conditions for investment firms;

(b)

provision of investment services or activities by third-country firms through the establishment of a branch;

(c)

authorisation and operation of regulated markets; and

▼M6 —————

▼B

(e)

supervision, cooperation and enforcement by competent authorities.

3.

The following provisions shall also apply to credit institutions authorised under Directive 2013/36/EU, when providing one or more investment services and/or performing investment activities:

(a)

Article 2(2), Article 9(3) and Articles 14 and 16 to 20,

(b)

Chapter II of Title II excluding second subparagraph of Article 29(2),

(c)

Chapter III of Title II excluding Article 34(2) and (3) and Article 35(2) to (6) and (9),

(d)

Articles 67 to 75 and Articles 80, 85 and 86.

4.

The following provisions shall also apply to investment firms and to credit institutions authorised under Directive 2013/36/EU when selling or advising clients in relation to structured deposits:

(a)

Article 9(3), Article 14, and Article 16(2), (3) and (6);

(b)

Articles 23 to 26, Article 28 and Article 29, excluding the second subparagraph of paragraph 2 thereof, and Article 30; and

(c)

Articles 67 to 75.

5.

Article 17(1) to (6) shall also apply to members or participants of regulated markets and MTFs who are not required to be authorised under this Directive pursuant to points (a), (e), (i) and (j) of Article 2(1).

6.

Articles 57 and 58 shall also apply to persons exempt under Article 2.

7.

All multilateral systems in financial instruments shall operate either in accordance with the provisions of Title II concerning MTFs or OTFs or the provisions of Title III concerning regulated markets.

Any investment firms which, on an organised, frequent, systematic and substantial basis, deal on own account when executing client orders outside a regulated market, an MTF or an OTF shall operate in accordance with Title III of Regulation (EU) No 600/2014.

Without prejudice to Articles 23 and 28 of Regulation (EU) No 600/2014, all transactions in financial instruments as referred to in the first and the second subparagraphs which are not concluded on multilateral systems or systematic internalisers shall comply with the relevant provisions of Title III of Regulation (EU) No 600/2014.

Article 2

Exemptions

1.

This Directive shall not apply to:

(a)

insurance undertakings or undertakings carrying out the reinsurance and retrocession activities referred to in Directive 2009/138/EC when carrying out the activities referred to in that Directive;

(b)

persons providing investment services exclusively for their parent undertakings, for their subsidiaries or for other subsidiaries of their parent undertakings;

(c)

persons providing an investment service where that service is provided in an incidental manner in the course of a professional activity and that activity is regulated by legal or regulatory provisions or a code of ethics governing the profession which do not exclude the provision of that service;

(d)

persons dealing on own account in financial instruments other than commodity derivatives or emission allowances or derivatives thereof and not providing any other investment services or performing any other investment activities in financial instruments other than commodity derivatives or emission allowances or derivatives thereof unless such persons:

(i)

are market makers;

▼M3

(ii)

are members of or participants in a regulated market or an MTF, on the one hand, or have direct electronic access to a trading venue, on the other hand, except for non-financial entities who execute transactions on a trading venue which are objectively measurable as reducing risks directly relating to the commercial activity or treasury financing activity of those non-financial entities or their groups;

▼B

(iii)

apply a high-frequency algorithmic trading technique; or

(iv)

deal on own account when executing client orders;

Persons exempt under points (a), (i) or (j) are not required to meet the conditions laid down in this point in order to be exempt.

(e)

operators with compliance obligations under Directive 2003/87/EC who, when dealing in emission allowances, do not execute client orders and who do not provide any investment services or perform any investment activities other than dealing on own account, provided that those persons do not apply a high-frequency algorithmic trading technique;

(f)

persons providing investment services consisting exclusively in the administration of employee-participation schemes;

(g)

persons providing investment services which only involve both the administration of employee-participation schemes and the provision of investment services exclusively for their parent undertakings, for their subsidiaries or for other subsidiaries of their parent undertakings;

(h)

the members of the ESCB and other national bodies performing similar functions in the Union, other public bodies charged with or intervening in the management of the public debt in the Union and international financial institutions established by two or more Member States which have the purpose of mobilising funding and providing financial assistance to the benefit of their members that are experiencing or threatened by severe financing problems;

(i)

collective investment undertakings and pension funds whether coordinated at Union level or not and the depositaries and managers of such undertakings;

▼M8

(j)

persons:

(i)

dealing on own account, including market makers, in commodity derivatives or emission allowances or derivatives thereof, excluding persons who deal on own account when executing client orders; or

(ii)

providing investment services, other than dealing on own account, in commodity derivatives or emission allowances or derivatives thereof to the customers or suppliers of their main business;

provided that:

—

for each of those cases individually and on an aggregate basis, the activity is ancillary to their main business, when considered on a group basis,

—

those persons are not part of a group the main business of which is the provision of investment services within the meaning of this Directive, the performance of any activity listed in Annex I to Directive 2013/36/EU, or acting as a market maker for commodity derivatives,

—

those persons do not apply a high-frequency algorithmic trading technique, and

—

those persons report upon request to the competent authority the basis on which they have assessed that their activity under points (i) and (ii) is ancillary to their main business,

▼B

(k)

persons providing investment advice in the course of providing another professional activity not covered by this Directive...