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2013-07-11

Notice No. 12/2013 on the Authorization of Statutory Amendments

The National Bank of Angola issues this Notice to establish the requirements and procedures for authorizing statutory amendments, including changes to corporate name, object, legal form, registered office, share capital, and quota transfers, for financial institutions under its supervision. The regulation mandates completed application forms, specifies that insufficient documentation or excessive submission delays may lead to refusal, and sets a decision notification window of 30 to 60 days with tacit rejection applying if deadlines are missed. Furthermore, it requires official documents to remain valid for no more than three months and mandates Portuguese translations with certification for foreign-language submissions, while aligning capital increase participations with existing merger and demerger rules.

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Banco Nacional de Angola

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Published in the Official Gazette, Series I, No. 131 on July 11 NOTICE NO. 12/2013 of July 11

SUBJECT: INSTRUCTION OF THE APPLICATION FOR AUTHORIZATION OF STATUTORY AMENDMENTS

Considering the need to establish supplementary rules for regulating the instruction process of applications for authorization of statutory amendments in general and, especially, regarding the increase of share capital of financial institutions, thereby developing the matter contained in the Financial Institutions Law; It being appropriate to define the requirements and procedures for the authorization of statutory amendments; Pursuant to the provisions set forth in the Law of the National Bank of Angola and the Financial Institutions Law; HEREBY DETERMINES:

Article 1 (Object) Without prejudice to the provisions of the Commercial Companies Law, this Notice establishes the requirements and procedures for the authorization of amendments to the statutes of financial institutions under the supervision of the National Bank of Angola.

Article 2 (Authorization of Statutory Amendments)

  1. The following statutory amendments are subject to the authorization of the National Bank of Angola: a) corporate name or designation; b) corporate object/purpose; c) legal form; d) registered office; e) share capital; f) transfer of quotas/shares; g) other amendments established in the Commercial Companies Law.

  2. For the purpose of instructing the application for authorization to amend the statutes of a financial institution, it must complete the Annex to this Notice without prejudice to supplementary information deemed relevant by the National Bank of Angola for the instruction of the process.

  3. For the purpose of quota/share transfers, the conditions set forth in Articles 3 and 4 of Notice 10/2013 of June 3, regarding the authorization for acquisition or increase of participations and merger or demerger of financial institutions, shall apply.

Article 3 (Increase of Share Capital)

  1. The review of the application for authorization to increase share capital through incorporation of reserves and new contributions depends on the full realization of the initial or previous share capital, as well as their respective registrations.

  2. If the increase in share capital results in the acquisition or increase, individually or jointly, directly or indirectly, of participations in financial institutions under the supervision of the National Bank of Angola, the acquiring entities shall be subject to the legal provisions defined in Articles 3 and 4 of Notice 10/2013 of June 3, regarding the acquisition or increase of participations and merger or demerger of financial institutions.

Article 4 (Process Review)

  1. Whenever it is found that the application for authorization of statutory amendment is insufficiently documented, the National Bank of Angola shall formally notify the institution to remedy the identified deficiencies, under the established conditions and timeframes.

  2. The authorization of the statutory amendment shall be refused whenever: a) the submission of information/documentation exceeds the timeframe stipulated by the National Bank of Angola; b) the instruction of the application contains inaccuracies and falsehoods.

Article 5 (Decision)

  1. The decision shall be notified to the financial institution within 30 (thirty) days from the date of receipt of the application or the date of receipt of requested supplementary information, but never later than 60 (sixty) days from the date of submission of the application.

  2. The failure to notify within the timeframes referred to in the preceding paragraph constitutes a presumption of tacit rejection of the application.

Article 6 (Documents)

  1. The official documents required by this Notice must have a validity period not exceeding 3 (three) months.

  2. Documents intended to support the application for authorization of statutory amendments drafted in a foreign language must be translated into Portuguese and duly certified.

Article 7 (Sanctions) Violation of the mandatory provisions of this Notice constitutes an offense punishable under the Financial Institutions Law.

Article 8 (Repeal) All legislation contrary to the provisions of this Notice is hereby repealed.

Article 9 (Entry into Force) This Notice enters into force on the date of its publication.

PUBLISHED Luanda, June 10, 2013.

THE GOVERNOR JOSÉ DE LIMA MASSANO

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