Section 346 Investments and Securities Act

Section 346 of the Investments and Securities Act 2025 is about Offences by companies and market participants. It is under Part XVIII (Miscellaneous Provisions) of the Act. It provides as follows:

(1) Where an offence under this Act has been committed by a company, issuer of securities, or market participant, every person who at the time the offence was committed was in charge of, and was responsible to, the company, issuer of securities or market participant for the conduct of the business of the company, as well as the company, issuer of securities or market participant, shall be deemed to have committed the offence and is liable to be proceeded against.

(2) Notwithstanding the provision of subsection (1), where an offence under this Act has been committed by a company, issuer of securities or market participant and it is proved that the offence has been committed with the consent or connivance of, or is attributable to neglect on the part of, any director, manager, secretary or other officer of the company, issuer of securities or market
participant, such director, manager, secretary or other officer shall also be deemed to have committed the offence and is liable to be proceeded against.

(3) Where the Commission is satisfied that a person is engaged in any form of market abuse or other violations under this Act, or by taking or refraining from taking any action, has required or encouraged another person to engage in behaviour which if engaged in by a market participant or company amounts to market abuse or violation under this Act, it may impose on the person a penalty of such amount or of such nature as it considers appropriate.

(4) Where the Commission is empowered to impose a penalty on a person or an entity, it may impose a penalty and in addition, may publish a statement to the effect that the person or entity has engaged in market abuse or violation under this Act.