Market Abuse Regulation

What Are the Obligations of PCAs under MAR?

Persons Closely Associated (PCAs) have their own reporting obligations under Article 19 of the Market Abuse Regulation (MAR). If a PCA trades in an issuer’s financial instruments and they have reached or passed the applicable reporting threshold, they must notify both the issuer and the relevant national competent authority (NCA). It is important to know who qualifies as a PCA under MAR and when they need to report to comply with the law.

What is a PCA?

A PCA is an individual or legal entity with a close relationship to a Person Discharging Managerial Responsibilities (PDMR) within an issuer. Examples include:

  • A spouse or partner considered equivalent to a spouse under national law

  • Dependent children

  • Relatives who have shared the same household as the PDMR for at least one year

  • Legal entities, trusts or partnerships that are managed or controlled by a PDMR or one of their close family members or that are established for their benefit.

Because of their relationship with a PDMR, transactions carried out by PCAs are also subject to reporting requirements under MAR.

To ensure PCAs understand their position, the issuer should inform each PDMR in writing of their obligations under Article 19 of MAR and ask them to notify their PCAs of those obligations. Many issuers also ask PDMRs to declare who their PCAs are, as the company has a duty to create a list of PDMRs and their PCA.

The PDMR must keep a copy of this notification and the PCA should comply with reporting obligations, once they meet the appropriate threshold.

Why do PCAs have reporting obligations?

PDMRs regularly have access to inside information and make decisions that affect the future of the business. Regulators, therefore, require transparency not only over their own transactions, but also those carried out by people or organisations closely connected to them.

This helps discourage attempts to avoid reporting obligations by trading through another individual or entity and builds confidence in the integrity of the market.




When must a PCA report a transaction?

In the same manner as PDMRs, PCA must report transactions once the total value of their reportable transactions reaches the applicable annual reporting threshold.

The default threshold under MAR is €20,000 per calendar year. However, Member States may set a different threshold between €10,000 and €50,000, so the PCA should always check the rules that apply in their jurisdiction.

Once they reach the threshold, they must report every subsequent reportable transaction during that calendar year.

Who must a PCA notify?

Once a reportable transaction takes place, within three business days, the PCA must notify:

  • The issuer
  • The relevant NCA

The PCA is separately responsible for reporting their own transactions, as stated in Article 19(1) of MAR. After receiving the notification, the issuer is responsible for making the information public within the deadline set out in Article 19 MAR.

Which transactions are covered?

The reporting obligation applies to a range of transactions involving the company’s financial instruments. Examples include:


  • Buying or selling shares
  • Transactions in bonds and other debt instruments
  • Dealing in derivatives linked to securities the PCA has invested in
  • Gifts, inheritances and other transactions covered by Article 19.

Because the scope extends beyond ordinary share purchases, both PDMRs and their PCAs should understand which transactions require notification.

What are the responsibilities of the issuer?

Although the reporting obligation rests with the PCA, the issuer also has an important role in supporting compliance. They should:

  • Ensure PDMRs understand their obligation to notify their PCAs of the reporting requirements
  • Provide clear guidance on the company’s personal dealing policy
  • Process notifications promptly when they are received
  • Publish required notifications within the prescribed deadline
  • Maintain records of notifications and disclosures.

Common compliance challenges

PCA reporting often becomes difficult because the individuals involved are not employees of the issuer. Common challenges include:

  • PCAs being unaware of their reporting obligations
  • Tracking cumulative transactions against the reporting threshold
  • Late notifications
  • Different reporting thresholds across Member States
  • Poor communication between PDMRs and their PCAs.
Without clear processes, it becomes easier to miss reporting deadlines.