In detail

The most relevant modifications of the Ruling are highlighted below.

1. Fundamental definitions

1. The following activities and professions are designated as "non-financial": (i) casinos; (ii) real estate agents; (iii) dealers in precious metals or stones; (iv) public registry, commercial registries and notaries public offices; (v) professionals in the free exercise of their profession and independent technicians in law, economics, administration and accounting, and other related careers; (vi) personal firms; and (vii) services providers or activities that are not expressly regulated.
2. A maximum period of 24 hours is established for all actions qualified as "without delay."
3. In addition, the formal definition of terrorist act was added, and the need for independent, qualified third-party compliance officers (TICC) to register in the Sole Registry of Obligated Parties (RUSO) was eliminated.

2. The Integrated Risk Management System (SIAR)

1. Securities brokerage firms must submit an ML/FT/FPWMD SIAR project to SUNAVAL to obtain an authorization to operate in the securities market in that capacity.
2. Nonprofit organizations or nongovernmental organizations (NGOs) are decategorized as high-risk investors, issuers, participants or providers.
3. The express requirement to register the compliance officer in the Registry of Compliance Officers is modified.
4. The Risk Management Unit (UAR) must now be composed of: (i) a manager; and (ii) one or two analysts, depending on the number of transactions, investors or participants. If it is considered that the UAR can comply with its obligations with either more or fewer members, a request to modify its structure must be made to SUNAVAL, which must reply to the request after verifying the different elements. The company president is responsible for notifying SUNAVAL about the structure of the UAR.
5. For those that operate in decentralized markets or that are in their first fiscal year of operation after receiving authorization to operate in the securities market, the Ruling provides an exception to establishing the UAR. However, appointing a compliance officer will always be mandatory.
6. Foreign experts hired for training activities no longer need to register in the Sole Registry of Trainers, if they have an international certification in accordance with the recommendations of the Financial Action Task Force (FATF).

3. Policies to adopt to manage risk

1. Know your investor. The procedures established in the National Risk Assessment must be applied to determine investors' risk levels, and enhanced due diligence must be applied in high-risk jurisdictions according to the FATF. Measures will be applied depending on risk levels: (i) intensified measures will be applied to high risk levels; (ii) enhanced measures will be applied to moderate risk; and (iii) simplified measures will be applied to low risk.

Simplified measures are prohibited when ML/FT/FPWMD risk is suspected. Investors' risk levels must be determined at the outset of the business relationship and must be reviewed every 12 months. The client's first risk assessment must be carried out when the Ruling enters into force, i.e., on 27 March 2025, followed by the aforementioned term. 

In addition, the minimum document retention period has been changed from five years to 10 years.

2. Know your participant. Participants are required to declare and accept that their information will be stored for a period of 10 years from their registration.
3. Know your shareholder. The minimum document retention period for shareholders has been modified from five to 10 years.
4. Know your employee. High levels of knowledge and experience are required according to the profile of the position the employee will hold.
5. Other actors. In public offerings of securities, issuers must request information from the brokerage firm that carried out the placement of the offering issue to identify the investors that are purchasing the fixed-income securities. Additionally, they must establish a SIAR and compliance policies to operate in the securities market.
6. SIAR compliance audit by the TICC. The compliance audit must be performed by a qualified professional in the field of compliance with the TICC. The audit must be based on the risk and its programs, and must include (i) general aspects of the regulated entity; (ii) evaluation of good corporate governance; (iii) evaluation of the SIAR; (iv) evaluation of the effectiveness of compliance with the respective manual; (v) evaluation of SIAR instruments; (vi) self-assessment of the regulated entity's risks; (vii) technical compliance levels and their effectiveness; and (viii) conclusions and recommendations.

Subsequently, SUNAVAL must comment on the report and issue a ruling on the matter. If the report is found deficient, SUNAVAL may require that another TICC be hired.

4. Regulatory regime for acting as a TICC. The Ruling establishes the following requirements for obtaining an authorization and the obligations to act as a TICC:

1. National Registry of Securities. The TICC must be registered in the National Registry of Securities (RNV), which will keep the book documenting the TICC's registration in terms of ML/FT/FPWMD.
2. Authorization requirements. Applicants must submit copies of the following documents so that, once the relevant requirements have been met, SUNAVAL will authorize them to act as TICCs and order their registration in the RNV:
   1. Individuals: (i) valid identity card; (ii) valid Tax Information Registry (RIF); (iii) curriculum vitae; (iv) university degree of professional studies of four years or more; (v) training accreditation as an expert in the area of technical compliance, implementation and effectiveness of the SIAR; (vi) certificate of approval of the TICC training course from the SUNAVAL stock exchange school; (vii) proof of payment of the registration fee.
   2. Legal entities: (i) articles of incorporation/bylaws and, when applicable, amendments registered before the corresponding registry; (ii) RIF and current identity cards of the legal entity, its shareholders, directors, legal representatives, and attorneys-in-fact; (iii) authenticated special power of attorney, empowering the person designated to carry out the procedure before SUNAVAL; (iv) a summary of the trajectory and experience in preventing ML/FT/FPWMD in the securities market; (v) the indicated requirements of the natural persons of each professional who will perform the compliance audits on behalf of the legal entity.
3. Impediments to acting as a TICC: The following people can't act as TICC: (i) those who are related up to the fourth degree of consanguinity or second degree of affinity, or have a partnership of interest with the shareholders, board of directors or the designated persons that make up the corporate governance body of the evaluated company; (ii) those who have any labor dependency relationship with the evaluated company; (iii) those who are or have been directors, managers or their equivalent of the evaluated company, within a period of two years from the date of the audit; (iv) those who perform public functions; (v) persons who have been convicted for crimes or offenses against property, public faith or the treasury; and (vi) persons who do not reside in Venezuela.
4. Obligations of the TICC: The persons authorized to act as TICC must: (i) conduct their activities in accordance with the company's principles and values and with the law; (ii) possess and update their knowledge, experience and technical skills in preventing ML/FT/FPWMD in the securities market; (iii) keep confidential the information obtained during the audit; (iv) pay an annual contribution to SUNAVAL; and (v) comply with the legal framework dictated by SUNAVAL for preventing ML/FT/FPWMD in the securities market.
5. Suspension or cancellation of the authorization: SUNAVAL may, upon complying with legal formalities, cancel or suspend the authorization granted to act as TICC, and its corresponding registration, depending on the seriousness of the noncompliance.

5. Suspicious Activity Reporting (SAR). The Ruling modifies the time period for reporting suspicious activities to a quick and expeditious 24 hours from the moment they are suspected. Additionally, it establishes that the SAR is not a criminal complaint and does not imply criminal, civil or administrative liability.

6. Sanctions: Failure to comply with the provisions of the Ruling shall be sanctioned in accordance with the provisions of the Securities Market Law² and the Law against Organized Crime and Financing of Terrorism,³ without prejudice to the respective administrative, civil and criminal liabilities.

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1 Administrative Ruling No. 25 whereby the Rules Related to the Administration and Control of the Risks Related to the Crimes of Money Laundering, Financing of Terrorism, Financing of the Proliferation of Weapons of Mass Destruction and Other Illicit Activities, Applicable to the Entities Obligated by the National Superintendence of Securities are issued. Published in Official Gazette No. 43,096 of 27 March 2025.

2 Decree No. 2,176 by which the Decree with Rank, Value and Force of Law of the Securities Market is issued. Published in Official Gazette 6.211 of 30 December 2015. The Ruling has a material error when quoting the repealed Securities Market Law.

3 Organic Law against Organized Crime and Financing of Terrorism. Published in Official Gazette 39.912 of 30 April 2012.