Version status: Applicable | Document consolidation status: Updated to reflect all known changes

Published date: 31 March 2017

Commission Delegated Regulation (EU) 2017/565 of 25 April 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council as regards organisational requirements and operating conditions for investment firms and defined terms for the purposes of that Directive (Text with EEA relevance) (MiFID II Delegated Regulation)

	Recitals
	Chapter I Scope and Definitions (arts. 1-20)
	Article 1 Subject-matter and scope
	Article 2 Definitions
	Article 3 Conditions applying to the provision of information
	Article 4 Provision of investment service in an incidental manner
	Article 5 Wholesale energy products that must be physically settled
	Article 6 Energy derivative contracts relating to oil and coal and wholesale energy products
	Article 7 Other derivative financial instruments
	Article 8 Derivatives under Section C(10) of Annex I to Directive 2014/65/EU
	Article 9 Investment advice
	Article 10 Characteristics of other derivative contracts relating to currencies
	Article 11 Money-market instruments
	Article 12 Systematic internalisers for shares, depositary receipts, ETFs, certificates and other similar financial instruments
	Article 13 Systematic internalisers for bonds
	Article 14 Systematic internalisers for structured finance products
	Article 15 Systematic internalisers for derivatives
	Article 16 Systematic internalisers for emission allowances
	Article 16a Participation in matching arrangements
	Article 17 Relevant assessment periods
	Article 18 Algorithmic trading
	Article 19 High frequency algorithmic trading technique
	Article 20 Direct electronic access
	Chapter II Organisational Requirements (arts. 21-43)
	Section 1 Organisation (arts. 21-29)
	Article 21 General organisational requirements
	Article 22 Compliance
	Article 23 Risk management
	Article 24 Internal audit
	Article 25 Responsibility of senior management
	Article 26 Complaints handling
	Article 27 Remuneration policies and practices
	Article 28 Scope of personal transactions
	Article 29 Personal transactions
	Section 2 Outsourcing (arts. 30-32)
	Article 30 Scope of critical and important operational functions
	Article 31 Outsourcing critical or important operational functions
	Article 32 Service providers located in third countries
	Section 3 Conflicts of interest (arts. 33-43)
	Article 33 Conflicts of interest potentially detrimental to a client
	Article 34 Conflicts of interest policy
	Article 35 Record of services or activities giving rise to detrimental conflict of interest
	Article 36 Investment research and marketing communications
	Article 37 Additional organisational requirements in relation to investment research or marketing communications
	Article 38 Additional general requirements in relation to underwriting or placing
	Article 39 Additional requirements in relation to pricing of offerings in relation to issuance of financial instruments
	Article 40 Additional requirements in relation to placing
	Article 41 Additional requirements in relation to advice, distribution and self-placement
	Article 42 Additional requirements in relation to lending or provision of credit in the context of underwriting or placement
	Article 43 Record keeping in relation to underwriting or placing
	Chapter III Operating Conditions for Investment Firms (arts. 44-79)
	Section 1 Information to clients and potential clients (arts. 44-51)
	Article 44 Fair, clear and not misleading information requirements
	Article 45 Information concerning client categorisation
	Article 46 General requirements for information to clients
	Article 47 Information about the investment firm and its services for clients and potential clients
	Article 48 Information about financial instruments
	Article 49 Information concerning safeguarding of client financial instruments or client funds
	Article 50 Information on costs and associated charges
	Article 51 Information provided in accordance with Directive 2009/65/EU and Regulation (EU) No 1286/2014
	Section 2 Investment advice (arts. 52-53)
	Article 52 Information about investment advice
	Article 53 Investment advice on an independent basis
	Section 3 Assessment of suitability and appropriateness (arts. 54-58)
	Article 54 Assessment of suitability and suitability reports
	Article 55 Provisions common to the assessment of suitability or appropriateness
	Article 56 Assessment of appropriateness and related record-keeping obligations
	Article 57 Provision of services in non-complex instruments
	Article 58 Retail and Professional Client agreements
	Section 4 Reporting to clients (arts. 59-63)
	Article 59 Reporting obligations in respect of execution of orders other than for portfolio management
	Article 60 Reporting obligations in respect of portfolio management
	Article 61 Reporting obligations in respect of eligible counterparties
	Article 62 Additional reporting obligations for portfolio management or contingent liability transactions
	Article 63 Statements of client financial instruments or client funds
	Section 5 Best execution (arts. 64-66)
	Article 64 Best execution criteria
	Article 65 Duty of investment firms carrying out portfolio management and reception and transmission of orders to act in the best interests of the client
	Article 66 Execution policy
	Section 6 Client order handling (arts. 67-70)
	Article 67 General principles
	Article 68 Aggregation and allocation of orders
	Article 69 Aggregation and allocation of transactions for own account
	Article 70 Prompt fair and expeditious execution of client orders and publication of unexecuted client limit orders for shares traded on a trading venue
	Section 7 Eligible counterparties (art. 71)
	Article 71 Eligible counterparties
	Section 8 Record-keeping (arts. 72-76)
	Article 72 Retention of records
	Article 73 Record keeping of rights and obligations of the investment firm and the client
	Article 74 Record keeping of client orders and decision to deal
	Article 75 Record keeping of transactions and order processing
	Article 76 Recording of telephone conversations or electronic communications
	Section 9 SME growth markets (arts. 77-79)
	Article 77 Qualification as an SME
	Article 78 Registration as an SME growth market
	Article 79 Deregistration as an SME growth market
	Chapter IV Operating Obligations for Trading Venues (arts. 80-82)
	Article 80 Circumstances constituting significant damage to investors' interests and the orderly functioning of the market
	Article 81 Circumstances where significant infringements of the rules of a trading venue or disorderly trading conditions or system disruptions in relation to a financial instrument may be assumed
	Article 82 Circumstances where a conduct indicating behaviour that is prohibited under Regulation (EU) No 596/2014 may be assumed
	Chapter V Position Reporting in Commodity Derivatives (art. 83)
	Article 83 Position reporting
	Chapter VI Data Provision Obligations for Data Reporting Service Providers (arts. 84-89)
	Article 84 Obligation to provide market data on a reasonable commercial basis
	Article 85 Provision of market data on the basis of cost
	Article 86 Obligation to provide market data on a non-discriminatory basis
	Article 87 Per user fees
	Article 88 Unbundling and disaggregating market data
	Article 89 Transparency obligation
	Chapter VII Competent Authorities and Final Provisions (art. 90)
	Article 90 Determination of the substantial importance of the operations of a trading venue in a host Member State
	Chapter VIII Final Provisions (art. 91)
	Article 91 Entry into force and application
	Annex I Record-keeping
	Annex II Costs and charges
	Annex III Requirement for operators of trading venues to immediately inform their national competent authority
	Annex III, Section A Signals that may indicate significant infringements of the rules of a trading venue or disorderly trading conditions or system disruptions in relation to a financial instrument
	Annex III, Section B Signals that may indicate abusive behaviour under Regulation (EU) No 596/2014
	Annex IV
	Annex IV, Section 1 Record keeping of client orders and decision to deal
	Annex IV, Section 2 Record keeping of transactions and order processing
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