# Markets in Financial Instruments Directive – Directive 2014/65/EU URL: https://consilena.com/coverage/laws/stat_eu_32014l0065 - Jurisdiction: European Union - Type: Directive - Short name: MiFID II - Identifier: 32014L0065 - Current as of: 6 June 2026 - Provisions: 93 - Official text: https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX:02014L0065-20260606 - Licence: [Commission Decision 2011/833/EU](https://eur-lex.europa.eu/eli/dec/2011/833/oj) - Attribution: Source: EUR-Lex, © European Union, https://eur-lex.europa.eu. Reuse authorised under Commission Decision 2011/833/EU; only the Official Journal text is authentic. > The library is a research copy. Check the official source before relying on a provision: the text published there, not the copy in Consilena, is the law. ## Provisions ### Title I – Scope and definitions - **Art. 1 Scope**: and definitions — Art. 1 MiFID II — Scope 1. This Directive shall apply to investment firms, market operators, and third-country firms providing investment… - **Art. 2 Exemptions**: 1. This Directive shall not apply to: (a) insurance undertakings or undertakings carrying out the reinsurance and retrocession activities referred to in… - **Art. 3 Optional exemptions**: 1. Member States may choose not to apply this Directive to any persons for which they are the home Member State, provided that the activities of those persons… - **Art. 4 Definitions**: 1. For the purposes of this Directive, the following definitions apply: (1) ‘investment firm’ means any legal person whose regular occupation or business is… ### Title II – Authorisation and operating conditions for investment firms - **Art. 5 Requirement for authorisation**: 1. Each Member State shall require that the provision of investment services and/or the performance of investment activities as a regular occupation or… - **Art. 6 Scope of authorisation**: 1. The home Member State shall ensure that the authorisation specifies the investment services or activities which the investment firm is authorised to… - **Art. 7 Procedures for granting and refusing requests for authorisation**: 1. The competent authority shall not grant authorisation unless and until such time as it is fully satisfied that the applicant complies with all requirements… - **Art. 8 Withdrawal of authorisations**: The competent authority may withdraw the authorisation issued to an investment firm where such an investment firm: (a) does not make use of the authorisation… - **Art. 9 Management body**: 1. Competent authorities granting the authorisation in accordance with Article 5 shall ensure that investment firms and their management bodies comply with… - **Art. 10 Shareholders and members with qualifying holdings**: 1. The competent authorities shall not authorise the provision of investment services or performance of investment activities by an investment firm until they… - **Art. 11 Notification of proposed acquisitions**: 1. Member States shall require any natural or legal person or such persons acting in concert (the ‘proposed acquirer’), who have taken a decision either to… - **Art. 12 Assessment period**: 1. The competent authorities shall, promptly and in any event within two working days following receipt of the notification required under the first… - **Art. 13 Assessment**: 1. In assessing the notification provided for in Article 11(1) and the information referred to in Article 12(2), the competent authorities shall, in order to… - **Art. 14 Membership of an authorised investor compensation scheme**: The competent authority shall verify that any entity seeking authorisation as an investment firm meets its obligations under Directive 97/9/EC at the time of… - **Art. 15 Initial capital endowment**: Member States shall ensure that the competent authorities do not grant authorisation unless the investment firm has sufficient initial capital in accordance… - **Art. 16 Organisational requirements**: 1. The home Member State shall require that investment firms comply with the organisational requirements laid down in paragraphs 2 to 10 of this Article and in… - **Art. 16a Exemptions from product governance requirements**: An investment firm shall be exempted from the requirements set out in the second to fifth subparagraphs of Article 16(3) and in Article 24(2), where the… - **Art. 17 Algorithmic trading**: 1. An investment firm that engages in algorithmic trading shall have in place effective systems and risk controls suitable to the business it operates to… - **Art. 18 Trading process and finalisation of transactions in an MTF and an OTF**: 1. Member States shall require that investment firms and market operators operating an MTF or an OTF, in addition to meeting the organisational requirements… - **Art. 19 Specific requirements for MTFs**: 1. Member States shall require that investment firms and market operators operating an MTF, in addition to meeting the requirements laid down in Articles 16… - **Art. 20 Specific requirements for OTFs**: 1. Member States shall require that an investment firm and a market operator operating an OTF establishes arrangements preventing the execution of client… - **Art. 21 Regular review of conditions for initial authorisation**: 1. Member States shall require that an investment firm authorised in their territory comply at all times with the conditions for initial authorisation… - **Art. 22 General obligation in respect of on-going supervision**: Member States shall ensure that the competent authorities monitor the activities of investment firms so as to assess compliance with the operating conditions… - **Art. 23 Conflicts of interest**: 1. Member States shall require investment firms to take all appropriate steps to identify and to prevent or manage conflicts of interest between themselves… - **Art. 24 General principles and information to clients**: 1. Member States shall require that, when providing investment services or, where appropriate, ancillary services to clients, an investment firm act honestly… - **Art. 25 Assessment of suitability and appropriateness and reporting to clients**: 1. Member States shall require investment firms to ensure and demonstrate to competent authorities on request that natural persons giving investment advice or… - **Art. 26 Provision of services through the medium of another investment firm**: Member States shall allow an investment firm receiving an instruction to provide investment or ancillary services on behalf of a client through the medium of… - **Art. 27 Obligation to execute orders on terms most favourable to the client**: 1. Member States shall require that investment firms take all sufficient steps to obtain, when executing orders, the best possible result for their clients… - **Art. 28 Client order handling rules**: 1. Member States shall require that investment firms authorised to execute orders on behalf of clients implement procedures and arrangements which provide for… - **Art. 29 Obligations of investment firms when appointing tied agents**: 1. Member States shall allow an investment firm to appoint tied agents for the purposes of promoting the services of the investment firm, soliciting business… - **Art. 29a Services provided to professional clients**: 1. The requirements laid down in point (c) of Article 24(4) shall not apply to services provided to professional clients except for investment advice and… - **Art. 30 Transactions executed with eligible counterparties**: 1. Member States shall ensure that investment firms authorised to execute orders on behalf of clients, and/or to deal on own account, and/or to receive and… - **Art. 31 Monitoring of compliance with the rules of the MTF or the OTF and with other legal obligations**: 1. Member States shall require that investment firms and market operators operating an MTF or OTF establish and maintain effective arrangements and procedures… - **Art. 32 Suspension and removal of financial instruments from trading on an MTF or an OTF**: 1. Without prejudice to the right of the competent authority under Article 69(2) to demand suspension or removal of a financial instrument from trading, an… - **Art. 33 SME growth markets**: — Art. 33 MiFID II — SME growth markets 1. Member States shall provide that the operator of an MTF may apply to its home competent authority to have the MTF… - **Art. 34 Freedom to provide investment services and activities**: 1. Member States shall ensure that any investment firm authorised and supervised by the competent authorities of another Member State in accordance with this… - **Art. 35 Establishment of a branch**: 1. Member States shall ensure that investment services and/or activities as well as ancillary services may be provided within their territories in accordance… - **Art. 36 Access to regulated markets**: 1. Member States shall require that investment firms from other Member States which are authorised to execute client orders or to deal on own account have the… - **Art. 37 Access to CCP, clearing and settlement facilities and right to designate settlement system**: 1. Without prejudice to Titles III, IV or V of Regulation (EU) No 648/2012, Member States shall require that investment firms from other Member States have the… - **Art. 38 Provisions regarding CCPs, clearing and settlement arrangements in respect of MTFs**: 1. Member States shall not prevent investment firms and market operators operating an MTF from entering into appropriate arrangements with a CCP or clearing… - **Art. 39 Establishment of a branch**: 1. A Member State may require that a third-country firm intending to provide investment services or perform investment activities with or without any ancillary… - **Art. 40 Obligation to provide information**: A third-country firm intending to obtain authorisation for the provision of any investment services or the performance of investment activities with or without… - **Art. 41 Granting of the authorisation**: 1. The competent authority of the Member State where the third‐country firm has established or intends to establish its branch shall only grant authorisation… - **Art. 42 Provision of services at the exclusive initiative of the client**: 1. Member States shall ensure that where a retail client or professional client within the meaning of Section II of Annex II established or situated in the… - **Art. 43 Withdrawal of authorisations**: — Art. 43 MiFID II — Withdrawal of authorisations The competent authority which granted an authorisation under Articles 41 may withdraw the authorisation… ### Title III – Regulated markets - **Art. 44 Authorisation and applicable law**: 1. Member States shall reserve authorisation as a regulated market to those systems which comply with this Title. Authorisation as a regulated market shall be… - **Art. 45 Requirements for the management body of a market operator**: 1. Member States shall require that all members of the management body of any market operator shall at all times be of sufficiently good repute, possess… - **Art. 46 Requirements relating to persons exercising significant influence over the management of the regulated market**: 1. Member States shall require the persons who are in a position to exercise, directly or indirectly, significant influence over the management of the… - **Art. 47 Organisational requirements**: 1. Member States shall require the regulated market: (a) to have arrangements to identify clearly and manage the potential adverse consequences, for the… - **Art. 48 Systems resilience, circuit breakers and electronic trading**: 1. Member States shall require a regulated market to establish and maintain its operational resilience in accordance with the requirements laid down in Chapter… - **Art. 49 Tick sizes**: 1. Member States shall require regulated markets to adopt tick‐size regimes in shares, depositary receipts, exchange‐traded funds, certificates and other… - **Art. 51 Admission of financial instruments to trading**: 1. Member States shall require that regulated markets have clear and transparent rules regarding the admission of financial instruments to trading. Those rules… - **Art. 51a Specific conditions for the admission of shares to trading**: 1. Member States shall ensure that regulated markets require that the foreseeable market capitalisation of the company for whose shares admission to trading is… - **Art. 52 Suspension and removal of financial instruments from trading on a regulated market**: 1. Without prejudice to the right of the competent authority under Article 69(2) to demand suspension or removal of a financial instrument from trading, a… - **Art. 53 Access to a regulated market**: 1. Member States shall require a regulated market to establish, implement and maintain transparent and non-discriminatory rules, based on objective criteria… - **Art. 54 Monitoring of compliance with the rules of the regulated market and with other legal obligations**: 1. Member States shall require that regulated markets establish and maintain effective arrangements and procedures including the necessary resource for the… - **Art. 55 Provisions regarding CCP and clearing and settlement arrangements**: 1. Without prejudice to Titles III, IV or V of Regulation (EU) No 648/2012, Member States shall not prevent regulated markets from entering into appropriate… - **Art. 56 List of regulated markets**: Each Member State shall draw up a list of the regulated markets for which it is the home Member State and shall forward that list to the other Member States… ### Title IV – Position limits and position management controls in commodity derivatives and reporting - **Art. 57 Position limits in commodity derivatives and position management controls in commodity derivatives and derivatives of emission allowances**: 1. Member States shall ensure that competent authorities, in line with the calculation methodology determined by ESMA in the regulatory technical standards… - **Art. 58 Position reporting by categories of position holders**: 1. Member States shall ensure that an investment firm or a market operator operating a trading venue which trades in commodity derivatives or in derivatives of… ### Title VI – Competent authorities - **Art. 67 Designation of competent authorities**: 1. Each Member State shall designate the competent authorities which are to carry out each of the duties provided for under the different provisions of… - **Art. 68 Cooperation between authorities in the same Member State**: If a Member State designates more than one competent authority to enforce a provision of this Directive or of Regulation (EU) No 600/2014, their respective… - **Art. 69 Supervisory powers**: 1. Competent authorities shall be given all supervisory powers, including investigatory powers and powers to impose remedies, necessary to fulfil their duties… - **Art. 70 Sanctions for infringements**: 1. Without prejudice to the supervisory powers including investigatory powers and powers to impose remedies of competent authorities in accordance with Article… - **Art. 71 Publication of decisions**: 1. Member States shall provide that competent authorities publish any decision imposing an administrative sanction or measure for infringements of Regulation… - **Art. 72 Exercise of supervisory powers and powers to impose sanctions**: 1. Competent authorities shall exercise the supervisory powers including, investigatory powers and powers to impose remedies, referred to in Article 69 and the… - **Art. 73 Reporting of infringements**: 1. Member States shall ensure that competent authorities establish effective mechanisms to enable reporting of potential or actual infringements of the… - **Art. 74 Right of appeal**: 1. Member States shall ensure that any decision taken under the provisions of Regulation (EU) No 600/2014 or under laws, regulations or administrative… - **Art. 75 Extra-judicial mechanism for consumers complaints**: 1. Member States shall ensure the setting-up of efficient and effective complaints and redress procedures for the out-of-court settlement of consumer disputes… - **Art. 76 Professional secrecy**: 1. Member States shall ensure that competent authorities, all persons who work or who have worked for the competent authorities or entities to whom tasks are… - **Art. 77 Relations with auditors**: 1. Member States shall provide, at least, that any person authorised within the meaning of Directive 2006/43/EC of the European Parliament and of the Council… - **Art. 78 Data protection**: The processing of personal data collected in or for the exercise of the supervisory powers including investigatory powers in accordance with this Directive… - **Art. 79 Obligation to cooperate**: 1. Competent authorities of different Member States shall cooperate with each other where necessary for the purpose of carrying out their duties under this… - **Art. 80 Cooperation between competent authorities in supervisory activities, for on-site verifications or investigations**: 1. A competent authority of one Member State may request the cooperation of the competent authority of another Member State in a supervisory activity or for an… - **Art. 81 Exchange of information**: 1. Competent authorities of Member States having been designated as contact points for the purposes of this Directive and of Regulation (EU) No 600/2014 in… - **Art. 82 Binding mediation**: 1. The competent authorities may refer to ESMA situations where a request relating to one of the following has been rejected or has not been acted upon within… - **Art. 83 Refusal to cooperate**: A competent authority may refuse to act on a request for cooperation in carrying out an investigation, on-the-spot verification or supervisory activity as… - **Art. 84 Consultation prior to authorisation**: 1. The competent authorities of the other Member State involved shall be consulted prior to granting authorisation to an investment firm which is any of the… - **Art. 85 Powers for host Member States**: 1. Host Member States shall provide that the competent authority may, for statistical purposes, require all investment firms with branches within their… - **Art. 86 Precautionary measures to be taken by host Member States**: 1. Where the competent authority of the host Member State has clear and demonstrable grounds for believing that an investment firm acting within its territory… - **Art. 87 Cooperation and exchange of information with ESMA**: 1. The competent authorities shall cooperate with ESMA for the purposes of this Directive, in accordance with Regulation (EU) No 1095/2010. 2. The competent… - **Art. 87a Accessibility of information on the European single access point**: 1. From 10 January 2030, Member States shall ensure that, when making public any information referred to in Article 27(3) and (6), Article 33(3), points (c)… - **Art. 88 Exchange of information with third countries**: 1. Member States and in accordance with Article 33 of Regulation (EU) No 1095/2010, ESMA, may conclude cooperation agreements providing for the exchange of… ### Title VII – Delegated acts - **Art. 89 Exercise of the delegation**: 1. The power to adopt delegated acts is conferred on the Commission subject to the conditions laid down in this Article. 2. The delegation of power referred to… - **Art. 89a Committee procedure**: 1. The Commission shall be assisted by the European Securities Committee established by Commission Decision 2001/528/EC (18). That committee shall be a… - **Art. 90 Reports and review**: 1. Before 3 March 2020 the Commission shall, after consulting ESMA, present a report to the European Parliament and the Council on: (a) the functioning of… - **Art. 92 Amendments to Directive 2011/61/EU**: Directive 2011/61/EU is amended as follows: (1) in point (r) of Article 4(1), the following point is added: ‘(vii) a Member State, other than the home Member… - **Art. 93 Transposition**: 1. Member States shall adopt and publish, by 3 July 2017, the laws, regulations and administrative provisions necessary to comply with this Directive. They… - **Art. 94 Repeal**: Directive 2004/39/EC, as amended by the acts listed in Annex III, Part A of this Directive, is repealed with effect from 3 January 2018, without prejudice to… - **Art. 95 Transitional provisions**: 1. Until 3 January 2021: (a) the clearing obligation set out in Article 4 of Regulation (EU) No 648/2012 and the risk mitigation techniques set out in Article… - **Art. 95a Transitional provision on the authorisation of credit institution referred to in point (1)(b) of Article 4(1) of Regulation (EU) No 575/2013**: Competent authorities shall inform the competent authority referred to in Article 8 of Directive 2013/36/EU where the envisaged total assets of an undertaking… - **Art. 96 Entry into force**: This Directive shall enter into force on the twentieth day following that of its publication in the Official Journal of the European Union. - **Art. 97 Addressees**: This Directive is addressed to the Member States. --- Consilena is a software provider, not a law firm. AI output is not legal advice: consult a licensed lawyer in the relevant jurisdiction. Page: https://consilena.com/coverage/laws/stat_eu_32014l0065. Index of every page: https://consilena.com/llms.txt.