Bank of Angola Notice No. 08/2011, July 15

BANCO NACIONAL DE ANGOLA GABINETE DO GOVERNADOR

AVISO Nº 08/2011 de 15 de Julho

Whereas it is necessary to establish supplementary rules for the authorization application process of credit cooperative societies, as well as minimum operating requirements, thereby elaborating on Presidential Decree No. 22/11 of January 19, the regulatory instrument for this type of non-bank financial institution;

Whereas it is also necessary to harmonize current norms in the Angolan financial system with international standards;

In accordance with paragraph 2 of Article 6, combined with subparagraph b) of paragraph 1 of Article 5, both of Law No. 13/05 of September 30 (Law on Financial Institutions), which mandates the Bank of Angola to regulate the exercise of activities by non-bank financial institutions;

In the exercise of the competence attributed by subparagraph f) of Article 51 of Law No. 16/10 of July 15 (Law on the Bank of Angola),

I DETERMINE:

Artigo 1.º (Subject Matter)

This instrument regulates the authorization application process and establishes minimum operating requirements for credit cooperative societies.

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BANCO NACIONAL DE ANGOLA GABINETE DO GOVERNADOR

Artigo 2.º (Authorization Application)

1. The application for authorization to establish and operate credit cooperative societies must be submitted via a petition addressed to the Governor of the Bank of Angola, according to Annex I to this Instrument, accompanied by all documents and information useful for its assessment. The following minimum elements are mandatory:

   a) proposed corporate name, accompanied by the certificate of name admissibility issued by the competent authority; b) address of the future corporate headquarters; c) draft statutes of the society to be established; d) personal identification (ID, address, telephone, fax, and email) of the founding members; e) criminal record certificate for all founding members; f) capital to be subscribed by each founding member, represented in number of shares as per Annex II; g) territorial scope of the future activities of the credit cooperative; h) evidence of the financial capacity of founding members, according to their subscribed share in social capital; i) certificate of no outstanding debts to state authorities for all founding members; j) personal identification of persons proposed for management and supervisory bodies;

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BANCO NACIONAL DE ANGOLA GABINETE DO GOVERNADOR

k) declaration signed by members of management and supervisory bodies attesting that neither they, nor societies or companies whose control they ensure or have ensured, or in which they have served as administrators, directors, or managers, have been declared bankrupt or insolvent;
l) evidence of technical capacity of persons proposed for management and supervisory roles (Curriculum Vitae);
m) criminal record certificate for persons proposed for management and supervisory roles, issued within the last 90 (ninety) days;
n) proof of prior deposit corresponding to 5% (five percent) of the minimum social capital as determined by the Bank of Angola, deposited in a domestic financial institution or a bank guarantee of equal value accepted by the Bank of Angola;
o) proposed inter-party agreements;
p) business plan and feasibility study for the first three years, including:

    i. analysis of the target market;
    ii. proposed organizational structure;
    iii. services offered;
    iv. detailed policies for fund mobilization and credit granting, management, and collection;
    v. technologies to be used for product and service placement, as well as the sizing of the service network;
    vi. projection of preliminary expenses, including all costs related to establishment and setup;

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BANCO NACIONAL DE ANGOLA GABINETE DO GOVERNADOR

    vii. projected balance sheets and income statements, including:
        1. interest and commission income;
        2. provision for overdue credits;
        3. expenses of projected operations, including salaries, staff benefits, cost of fund mobilization, IT investments, and fixed expenses;
        4. other income, including consulting services provided to clients and third parties;
        5. investments to be made;
    viii. corporate governance standards to be observed, which must include:
        1. identification of responsibilities assigned to various organizational levels;
        2. remuneration and incentive policy;
        3. internal control structure.

2. Regarding founding members that are legal entities, the authorization application must also include:

a) statutes or social pact of the applicant;
b) organizational chart of the economic group to which it belongs;
c) authorization document from the competent social body or legal representatives with sufficient powers to authorize the entity's participation in the cooperative to be established.

3. Applicants must designate one among themselves, via power of attorney, to represent all before the Bank of Angola for assessment of the authorization application and indicate a domicile for notification or correspondence.

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BANCO NACIONAL DE ANGOLA GABINETE DO GOVERNADOR

4. The Bank of Angola may request any complementary information or procedures from applicants, conduct investigations it deems necessary or useful for the decision, and convene founding members and administrators for interviews.

5. The Bank of Angola may waive the submission of elements referred to in this article if it already possesses or has knowledge thereof.

Artigo 3.º (Inspection)

The Bank of Angola may conduct inspections of the premises of credit cooperative societies before the commencement of activities.

Artigo 4.º (Social Capital)

Credit cooperative societies must be established with a minimum social capital of Kz 5,000,000.00 (five million Kwanzas).

Artigo 5.º (Capital Subscription)

1. Without prejudice to statutes providing for a higher amount, the minimum capital amount each member subscribes and pays upon admission is equivalent to one share.

2. The minimum social capital must be fully paid in at the time of the cooperative's establishment, and its amount deposited in a domestic financial institution.

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BANCO NACIONAL DE ANGOLA GABINETE DO GOVERNADOR

Artigo 6.º (Increase in Social Capital)

1. The social capital of credit cooperative societies may be increased through:

   a) admission of new members; b) increase in an existing member's participation, at their initiative; c) capital calls according to a General Assembly resolution; d) incorporation of available reserves for this purpose.

2. The value related to capital increases made under subparagraphs a), b), and c) of the preceding paragraph must be fulfilled in accordance with paragraph 3 of Article 14 of Law No. 13/05 of September 30.

3. The credit cooperative is prohibited from granting credit to its members for the fulfillment of social capital shares.

Artigo 7.º (Reduction of Social Capital)

The social capital of credit cooperative societies may only be reduced through amortization of members' shares.

Artigo 8.º (Number of Members)

1. Credit cooperatives must be established with a minimum of 25 (twenty-five) members and may not operate with fewer than that number for a period exceeding 6 (six) months, under penalty of revocation of the authorization granted by the Bank of Angola and consequent liquidation and dissolution of the society.

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BANCO NACIONAL DE ANGOLA GABINETE DO GOVERNADOR

2. Unless technically impossible to provide services, there is no maximum limit on the number of members in a credit cooperative.

Artigo 9.º (Reserves)

Without prejudice to others provided by Law, statutes, or created by the General Assembly, credit cooperative societies must establish a mutualism reserve of up to 5% (five percent) of annual net profits, intended to fund mutual aid and assistance actions required by their members and employees.

Artigo 10.º (Interest Rates)

Interest rates are freely negotiable between credit cooperative societies and their respective members.

Artigo 11.º (Repealing Clause)

All legislation contrary to the provisions of this instrument is hereby repealed, notably the latter part of subparagraph c) of paragraph 1 of Article 1 of Notice No. 04/07 of September 12.

Artigo 12.º (Entry into Force)

This Instrument enters into force 30 (thirty) days after the date of its publication.

PUBLIQUE-SE

Luanda, 15 de Julho de 2011

O GOVERNADOR JOSÉ DE LIMA MASSANO

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BANCO NACIONAL DE ANGOLA GABINETE DO GOVERNADOR

ANEXO I AO AVISO N.º 08/2011 de 15 de Julho

APPLICATION FOR THE ESTABLISHMENT OF A CREDIT COOPERATIVE SOCIETY

Proposed corporate name:

Address for corporate headquarters: | |

Main person responsible for leading the authorization project with BNA:	Name: Telephone: Fax: Email:

The undersigned, members of the organizing group of the credit cooperative society identified above:

I. Request from the Bank of Angola a favorable declaration regarding the project for establishment and commencement of operations of the aforementioned society.

II. Inform that the founding members of the credit cooperative society are:

(list name, ID document, full address, telephone and email of all founding members)

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BANCO NACIONAL DE ANGOLA GABINETE DO GOVERNADOR

III - Attach the documents indicated below:

[ ] Business plan and economic-financial feasibility study, in accordance with subparagraph p) of paragraph 1, Article 8 of Legal Instrument No. 08/2011 of July 13; [ ] Certificate of admissibility of the proposed corporate name, issued by the competent authority; [ ] Draft statutes of the credit cooperative society; [ ] Social capital schedule, reflecting its distribution among members in cash and percentage; [ ] Identification (ID document, address) of all proposed founding members; [ ] Evidence of financial capacity of members, according to shares subscribed in social capital (bank statement or deposit slip); [ ] Identification (ID document, address) of all members of management and supervisory bodies; [ ] Criminal record of all members; [ ] Curriculum vitae of management and supervisory body members; [ ] Proof of prior deposit corresponding to 5% of minimum social capital; [ ] Inter-party agreements; [ ] In case of members that are legal entities: [ ] Social statutes; [ ] Organizational chart of the economic group to which it belongs; [ ] Declaration by competent social bodies regarding participation in the proposed society.

Attach the following documents or information necessary for analysis of this application: | | --- |

Place and date.

Signatures:

__________________________________ | __________________________________ (full name) | (full name)

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BANCO NACIONAL DE ANGOLA GABINETE DO GOVERNADOR

ANEXO II AO AVISO 08/2011 de 15 de Julho

SCHEDULE OF SOCIAL CAPITAL

		Capital Social
Order No.	Members	No. of Shares/Parts	Kwanzas Value