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Transferable securities meaning

What does Transferable securities mean?
In legal practice, transferable securities are tradable investments that are negotiable on capital markets, excluding instruments of payment (for example, cheques and banknotes). The concept is defined in legislation: Article 4(1)(44) MiFID II (Directive 2014/65/EU) applies in Ireland; substantially the same definition is retained in the UK’s onshored MiFID framework. They include: - shares in companies and securities equivalent to shares in companies, partnerships or other entities, and depositary receipts for such shares; - bonds and other forms of securitised debt, including depositary receipts for such debt; and - any other securities giving the right to acquire or sell any such transferable securities, or giving rise to a cash settlement determined by reference to transferable securities, currencies, interest rates or yields, commodities, or other indices or measures. The classification matters for admission to trading on regulated markets and MTFs, and for trading on OTFs, for prospectus and transparency requirements, and for investment firm permissions and conduct rules. Usage is broadly consistent across England and Wales, Scotland, Northern Ireland and Ireland, and is also relevant in UCITS/retail funds eligible assets analysis.
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View the related Checklists about Transferable securities

CHECKLISTS
Archived UCITS timeline: EU and UK legislative and regulatory milestones 2009–2026 (PRIIPs KIDs/KIIDs, AIFMD II, cross-border distribution, sustainability, DORA, ESAP, FCA/HMT updates)

ARCHIVED: This Practice Note is archived and is no longer maintained. UCITS is the acronym for undertakings for collective investment in transferable securities. The expression derives from Directive (EC) 85/611 concerning the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (the Original UCITS Directive), which was adopted in 1985. The purpose of the Original UCITS Directive was to establish a single market for open-ended retail investment funds that offered enhanced protection for investors. The UCITS framework has been updated on several occasions, with the Management Company Directive 2001/107/EU adopted in 2002 and the Product Directive 2001/108/EU implemented in 2005 (together referred to as UCITS III); followed by implementation in 2011 of Directive 2009/65/EC (the UCITS Directive, also called UCITS IV), which repealed and replaced the Original UCITS Directive; and Directive 2014/91/EU (UCITS V), which was transposed into national law on 18 March 2016...

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CHECKLISTS
Securities Financing Transactions Regulation (SFTR) EU and UK timeline: proposal, implementation, reporting obligations and Brexit divergence (2013–2023) [Archived]

ARCHIVED: This Practice Note is archived and is no longer maintained. This Timeline charts the proposal for the Securities Financing Transactions Regulation and the ensuing EU and UK developments concerning the Regulation. Within the EU, the European Commission undertook extensive work on shadow banking, culminating in its September 2013 Communication on Shadow Banking. Among its priorities was boosting transparency around securities financing transactions (SFTs). It also called for improvements to the regulatory framework for investment funds, including undertakings for collective investment in transferable securities (UCITS) and alternative investment funds (AIFs) (see Practice Notes: Undertakings for Collective Investment in Transferable Securities—essentials and UK regulation of alternative investment fund managers—essentials for further information). The EU Regulation on reporting and transparency of securities financing transactions, Regulation (EU) 2015/2365 (the EU SFTR), represents the Commission’s legislative response to the issues highlighted in the Communication. Most provisions of the EU SFTR took effect on 12 January 2016. After the Brexit transition period ended, the EU SFTR was retained in the UK as Retained Regulation...

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CHECKLISTS
Archived EU and UK AIFMD and funds regulation timeline: key legislative and supervisory developments, 2009–2023

ARCHIVED: This timeline has been archived and is not being updated. For updates from January 2024 and beyond, refer to EU AIFMD—timeline. For additional guidance on EU AIFMD, consult Practice Note: EU AIFMD—essentials. For more guidance on the UK Alternative Investment Fund Managers (AIFM) regime, see Practice Note: UK regulation of alternative investment fund managers—essentials. Date Source Document Description 15 December 2023 European Commission Commission Delegated Regulation (EU) /... supplementing Directive 2009/65/EC of the European Parliament and of the Council concerning regulatory technical standards setting out the information to be reported regarding the cross-border operations of management firms and undertakings for collective investment in transferable securities (UCITS) Commission Implementing Regulation (EU) /... ...

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View the related News about Transferable securities

NEWS
UK and EU banking and finance—Land Registry, SFDR, T+1, Listing Act, PRIIPs, ISDA, MiFIR, case law and key dates: weekly update, 8 May 2025

In this issue Security Sustainable finance Debt capital markets Derivatives Regulation for derivatives lawyers Claims and remedies Daily and weekly news alerts Updated Practice Notes Useful information Security HM Land Registry has revised Practice Guide 29—Registration of legal charges and deeds of variation of charge. An update to section 4 now explains how to remove a note recorded in the charges register pursuant to section 859H of the Companies Act 2006. See: LNB News 06/05/2025 2. Source: Registration of legal charges and deeds of variation of charge (PG29). Sustainable finance The European Commission has opened a call for evidence to review the Sustainable Finance Disclosures Regulation (EU) 2019/2088 (EU SFDR). The initiative targets unnecessary burdens by simplifying and streamlining obligations, including easing environmental, social and governance reporting for financial market participants so they can focus on information most relevant to investors. Responses are requested by 30 May 2025, and the feedback will guide...

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NEWS
EU law weekly: infringement package, TikTok GDPR fine, SFDR reforms, MiFIR changes, digital euro, CSDR T+1, energy decoupling, IP developments, EMA/MDR updates, AI Code delay — 8 May 2025

In this issue: EU fundamentals Data protection and cybersecurity Financial services Energy IP Life sciences Regulatory TMT Daily and weekly news alerts New and updated content Trackers EU fundamentals European Commission releases May 2025 infringement package The European Commission has unveiled its May 2025 infringement package, identifying EU Member States targeted for failing to meet duties under EU legislation. It sets out those addressed for non-compliance with EU law. The package lists enforcement actions—ranging from letters of formal notice and reasoned opinions to Court of Justice referrals—triggered by violations of specific Directives and Regulations across policy areas. See: LNB News 07/05/2025 40. Data protection and cybersecurity Ireland-DPC fines TikTok €530m for GDPR breaches in China data transfers The Irish Data Protection Commission (DPC) has levied a €530m penalty on TikTok Technology Limited (TikTok) for infringements of Regulation (EU) 2016/679 (the General Data Protection Regulation (GDPR)) connected to transferring EEA...

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NEWS
UK, EU and international financial services regulation: weekly update for lawyers—enforcement, capital markets, consumer protection, ESG, MiFID, payments, crypto and AI—8 May 2025

In this issue: UK, EU and international regulators and bodies Financial crime and sanctions Consumer protection Complaints, compensation and claims management Investigations, enforcement and discipline Regulation of capital markets Packaged Retail and Insurance-based Investment Products (PRIIPs) Dispute resolution for financial services lawyers Regulation of derivatives Sustainable finance and ESG Banks and mutuals Investment funds and asset management UK MiFID II EU MiFID II Consumer credit, mortgage and home finance Payment services and systems Fintech and cryptoassets Regulation of AI in FS LexTalk®Financial Services: a Lexis®Nexis community Financial Services Enforcement Database Daily and weekly news alerts Intraday news alerts Dates for your diary UK, EU and international regulators and bodies Treasury Select Committee publishes letter from FCA CEO following recent evidence session The House of Commons (HoC) Treasury Select Committee (TSC) has issued a letter dated 30 April 2025 from Nikhil...

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View the related Practice Notes about Transferable securities

PRACTICE NOTES
UK ECM: Prospectus requirements under the archived EU Prospectus Directive—offers to the public, admissions to regulated markets, exemptions, supplementary prospectuses and Brexit passporting changes

STOP PRESS: On 21 July 2019, Prospectus Regulation (EU) 2017/1129 became fully effective across EU member states, and the Prospectus Directive was repealed. The Regulation now sets out when a prospectus must be published for an offer of securities to the public in the UK, or for the admission of securities to trading on a regulated market in the UK. To reflect this, the FCA has brought the FCA Handbook into line with the Regulation by removing the Prospectus Rules in their entirety and substituting the Prospectus Regulation Rules sourcebook. For more detail, see Practice Note: The UK Prospectus Regulation—essentials [Archived] and The UK Prospectus Regulation—is a prospectus required? [Archived]. ARCHIVED: This archived Practice Note is not maintained and is provided for background purposes only. Further information is available in Practice Note: The UK Prospectus Regulation—essentials [Archived]. This Practice Note examines, under the previous Prospectus Directive framework, when a prospectus had to be published for an offer of securities to the public in the UK or for admission...

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PRACTICE NOTES
DTR 4 (UK): periodic financial reporting for UK regulated market issuers—annual and half-yearly reports, structured digital reporting (XHTML/iXBRL), Brexit amendments, exemptions, equivalence and FCA/FRC guidance

This Resource Note summarises the principal provisions of Chapter 4 of the Disclosure Guidance and Transparency Rules (DTR 4), which addresses the periodic financial reporting duties for an issuer whose transferable securities are admitted to trading on a UK regulated market. It signposts pertinent commentary, analysis and materials to support the interpretation of, and deliver practical guidance on the application of, DTR 4. Materials considered in this Resource Note include, where applicable: the Financial Conduct Authority (FCA) Handbook FCA guidance in its Knowledge Base—Procedural notes and Technical notes (which amount to formal guidance and are binding on the FCA) FCA consultation papers, discussion papers, policy statements, feedback statements and warnings Primary Market Bulletins and other FCA publications former UKLA technical and procedural notes and the UKLA's newsletter List!, where still relevant to the interpretation or application of a provision assimilated EU legislation EU Directives and EU Regulations, where relevant to interpretation of a provision Lexis+® UK analysis and resources...

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PRACTICE NOTES
UK Public Offers and Admissions to Trading: POATRs 2024 and FCA PRM - Public Offer Prohibitions, Prospectus Triggers and Exemptions, Liability (PFLS), Enforcement and Penalties from 19 January 2026

This Practice Note outlines the UK regime governing public offers and admissions to trading of securities that took effect on 19 January 2026, replacing the earlier EU‑derived system. It highlights the rules for making public offers and seeking admission to trading, the prospectus regime, associated liability and sanctions under the new arrangements. Regulatory framework From 19 January 2026, a refreshed UK framework applies, which revokes: Assimilated Regulation (EU) 2017/1129 (the UK Prospectus Regulation) and related delegated regulations certain parts of Part 6 of the Financial Services and Markets Act 2000 (FSMA 2000) that deal with when a prospectus is required and prospectus liability, and the Financial Conduct Authority’s (FCA) Prospectus Regulation Rules (PRR) sourcebook The replacement regime is contained in: The Public Offers and Admissions To Trading Regulations 2024, SI 2024/105 (the POATRs), and a new FCA sourcebook—The Prospectus Rules: Admission to Trading on a Regulated Market (PRM) Prohibition of public offers ...

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