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HMRC internal manual

International Exchange of Information Manual

Financial Accounts: Executing Brokers and Placing Agents

Financial Accounts: Executing Brokers and Placing Agents

Where a Financial Institution is acting as an executing broker, and simply executing trading instructions, or receiving and transmitting such instructions to another executing broker, (either through a recognised exchange, multilateral trading facility or non EU equivalent of such, a clearing organisation or on a bilateral basis) then the Financial Institution will not be required to treat the facilities established for the purposes of executing a trading instruction, or receiving and transmitting such instructions, as a financial account under the agreement.  In these cases the Financial Institution acting as custodian will be responsible for performing due diligence procedures and reporting where necessary.

It is also possible that a Financial Institution acting as an executing broker may be subject to failed trades and find themselves with the legal ownership of the asset that they intended to broker.  In this case neither the holding of the asset, nor any resultant claims (market claims such as the passing of entitlement on dividend and coupon payments, claims compensated through a clearing house, securities depository etc.) will lead to a financial account being established by the executing broker.

In certain circumstances “placing agents” will typically acquire shares for a 2-3 day period (maximum 7 days) and hold these as nominee for an underlying investor.  The placing agent will also have cash funds deposited by the investor for a similar period.  The two would ultimately be matched and the shares delivered to the designated custodian of the investor.  To eliminate the creation of a series of Custodial Accounts which would open and close in a 2-3 day window and therefore be potentially reportable such funds will not be regarded as financial accounts provided that;

  • The account is established and used solely to secure the obligation of the parties to the transaction.


  • The account only holds the monies appropriate to secure an obligation of one of the parties directly related to the transaction, or a similar payment, or with a financial asset that is deposited in the account in connection with the transaction.


  • The assets of the account, including the income earned thereon, is paid or otherwise distributed for the benefit of the parties when the transaction is completed.