1.investment service shall mean any of the services listed in Section A of the Annex relating to any of the instruments listed in Section B of the Annex that are provided for a third party;
2.investment firm shall mean any legal person the regular occupation or business of which is the provision of investment services for third parties on a professional basis. For the purposes of this Directive, Member States may include as investment firms undertakings which are not legal persons if: - their legal status ensures a level of protection for third parties' interests equivalent to that afforded by legal persons, and - they are subject to equivalent prudential supervision appropriate to their legal form. However, where such natural persons provide services involving the holding of third parties' funds or transferable securities, they may be considered as investment firms for the purposes of this Directive only if, without prejudice to the other requirements imposed in this Directive and in Directive 93/6/EEC, they comply with the following conditions: - the ownership rights of third parties in instruments and funds belonging to them must be safeguarded, especially in the event of the insolvency of a firm or of its proprietors, seizure, set-off or any other action by creditors of the firm or of its proprietors, - an investment firm must be subject to rules designed to monitor the firm's solvency and that of its proprietors, - an investment firm's annual accounts must be audited by one or more persons empowered, under national law, to audit accounts, - where a firm has only one proprietor, he must make provision for the protection of investors in the event of the firm's cessation of business following his death, his incapacity or any other such event. No later than 31 December 1997 the Commission shall report on the application of the second and third subparagraphs of this point and, if appropriate, propose their amendment or deletion. Where a person provides one of the services referred to in Section A (1) (a) of the Annex and where that activity is carried on solely for the account of and under the full and unconditional responsibility of an investment firm, that activity shall be regarded as the activity not of that person but of the investment firm itself;
3.credit institution shall mean a credit institution as defined in the first indent of Article 1 of Directive 77/780/EEC (7) with the exception of the institutions referred to in Article 2 (2) thereof;
4.transferable securities shall mean: - shares in companies and other securities equivalent to shares in companies, - bonds and other forms of securitized debt which are negotiable on the capital market and - any other securities normally dealt in giving the right to acquire any such transferable securities by subscription or exchange or giving rise to a cash settlement excluding instruments of payment;
5.money-market instruments shall mean those classes of instruments which are normally dealt in on the money market;
6.home Member State shall mean: (a) where the investment firm is a natural person, the Member State in which his head office is situated; (b) where the investment firm is a legal person, the Member State in which its registered office is situated or, if under its national law it has no registered office, the Member State in which its head office is situated; (c) in the case of a market, the Member State in which the registered office of the body which provides trading facilities is situated or, if under its national law it has no registered office, the Member State in which that body's head office is situated;
7.host Member State shall mean the Member State in which an investment firm has a branch or provides services;
8.branch shall mean a place of business which is a part of an investment firm, which has no legal personality and which provides investment services for which the investment firm has been autorized; all the places of business set up in the same Member State by an investment firm with headquarters in another Member State shall be regarded as a single branch;
9.competent authorities shall mean the authorities which each Member State designates under Article 22;
10.qualifying holding shall mean any direct or indirect holding in an investment firm which represents 10 % or more of the capital or of the voting rights or which makes it possible to exercise a significant influence over the management of the investment firm in which that holding subsists. For the purposes of this definition, in the context of Articles 4 and 9 and of the other levels of holding referred to in Article 9, the voting rights referred to in Article 7 of Directive 88/627/EEC (8) shall be taken into account;
11.parent undertaking shall mean a parent undertaking as defined in Articles 1 and 2 of Directive 83/349/EEC (9);
12.subsidiary shall mean a subsidiary undertaking as defined in Articles 1 and 2 of Directive 83/349/EEC; any subsidiary of a subsidiary undertaking shall also be regarded as a subsidiary of the parent undertaking which is the ultimate parent of those undertakings;
13.regulated market shall mean a market for the instruments listed in Section B of the Annex which: - appears on the list provided for in Article 16 drawn up by the Member State which is the home Member State as defined in Article 1 (6) (c), - functions regularly, - is characterized by the fact that regulations issued or approved by the competent authorities define the conditions for the operation of the market, the conditions for access to the market and, where Directive 79/279/EEC is applicable, the conditions governing admission to listing imposed in that Directive and, where that Directive is not applicable, the conditions that must be satisfied by a financial instrument before it can effectively be dealt in on the market, - requires compliance with all the reporting and transparency requirements laid down pursuant to Articles 20 and 21;
14.control shall mean control as defined in Article 1 of Directive 83/349/EEC.