Instruction No. 61 on Credit Information Bureaus Regarding Approval and Prior Authorization Conditions

CENTRAL BANK OF THE CONGO

THE GOVERNOR

INSTRUCTION NO. 61 ON CREDIT INFORMATION BUREAUS REGARDING APPROVAL AND PRIOR AUTHORIZATION CONDITIONS

The Central Bank of the Congo,

Having regard to the Organic Law No. 18/027 of 13 December 2018 on the organization and functioning of the Central Bank, particularly Article 31;

Having regard to Law No. 23/059 of 10 December 2023 on the activity and supervision of Credit Information Bureaus, particularly Titles II and IV, Article 48;

Enacts the following provisions:

TITLE I: GENERAL PROVISIONS

Chapter 1: Purpose

Article 1:

This Instruction aims to define the required conditions and applicable procedure for obtaining approval from the Central Bank of the Congo for Credit Information Bureaus and their management.

It further defines the operations and decisions of Credit Information Bureaus that require prior approval from the Central Bank of the Congo.

Chapter 2: Definitions

Article 2:

For the purposes of this Instruction, the words, acronyms, and expressions below, used interchangeably in the singular or plural, shall be understood as follows:

• CIB: Credit Information Bureau;

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• code of conduct: a document signed between a CIB and an information provider and/or user, formalizing the principles and standards regarding the conduct of CIB, provider, and/or user activities under Law No. 23/059 of 10 December 2023;
• personal data: any information relating to an identified or identifiable natural person, directly or indirectly;
• information provider: credit institutions, financial companies, fixed and mobile telecommunications operators, public institutions, water, gas, and electricity distribution companies, as well as any other private institutions or public structures (courts, public registry managers, etc.) that provide credit or payment history information on a natural or legal person to Credit Information Bureaus;
• deliberative body: the body responsible, on behalf of shareholders, for defining the strategic direction of the CIB and effective oversight of management. It is equivalent to the board of directors;
• executive body: the body responsible, on behalf of the deliberative body, for the day-to-day management of the CIB's activities and effective steering of the implementation of strategic objectives and risk policy set by the deliberative body. It corresponds to the General Management, Management Committee, or Executive Committee;
• scoring: a statistical methodology developed by a CIB from collected information to assess the creditworthiness, risk profile, and future repayment capacity of a credit applicant to assist users in evaluating client credit risk;
• value-added service: any service developed by a CIB linked to or derived from any computer processing or statistical analysis, such as credit scoring, application processing, portfolio monitoring, fraud detection, debt collection, or consolidation of information provided by users, providers, or other duly authorized sources;
• information user: credit institutions, financial companies, and other similar entities, fixed and mobile telecommunications operators, public institutions, water, gas, and electricity distribution companies, debt collection companies, as well as any other private or public institution or entity, and any other entity approved by the Central Bank of the Congo, having the right to access a CIB's information database to obtain creditworthiness reports and any other value-added service provided by a CIB.

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TITLE II: APPROVAL AND PRIOR AUTHORIZATIONS

Chapter 1: Generalities

Article 3:

Any application for approval or prior authorization shall be submitted in French to the Governor of the Central Bank of the Congo.

This application shall be accompanied by a file meeting the requirements of this Instruction, along with the notarized minutes of the deliberations of the competent body related to the request made.

The documents submitted to support the file referred to in paragraph 2 of this article must be authenticated by a notary, except for those issued by competent public authorities.

Article 4:

The Central Bank of the Congo shall notify the applicant of the receipt of their application for approval or prior authorization.

It shall inform them, after preliminary review, either of the completeness of their file or of the need to supplement it with additional elements.

Article 5:

The Central Bank of the Congo shall render its decision within 90 days from receipt of the letter informing the applicant of the completeness of the file.

The Central Bank of the Congo may, during the file review, request the applicant to transmit additional elements. In this case, the transmission period for these elements shall be added to the initial 90-day period.

When a decision requires obtaining the opinion of a foreign regulatory authority, the Central Bank of the Congo's decision period shall be extended by the response time observed by said authority.

Article 6:

The Central Bank of the Congo may, if it deems useful, convene the applicant's representative(s) for an interview upon submission of an application for approval or prior authorization.

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The Central Bank of the Congo may, depending on the applicant's risk profile, attach additional conditions to its approval or prior authorization decision, particularly regarding share capital, governance structures, or operational organization.

Article 7:

Approval as a Credit Information Bureau shall be evidenced by an instrument issued by the Central Bank of the Congo referencing the associated number. The approval decision shall be published on the Central Bank of the Congo's website and in the Official Journal, at the applicant's expense.

Chapter 2: Minimum Capital

Article 8:

Credit Information Bureaus must at all times hold a paid-up share capital equal to the CDF equivalent of a minimum amount of USD 500,000. This amount constitutes a floor, and the Central Bank of the Congo reserves the right to require a Credit Information Bureau to provide additional capital, based on projected activities submitted at the time of approval or subsequently during the review of its situation.

Article 9:

The share capital must be fully paid-up, with at least the minimum amount set forth in Article 8 of this Instruction paid in cash at the time of the approval application. The capital amount exceeding the minimum may be paid in kind.

Article 10:

The equity of Credit Information Bureaus, calculated in accordance with the applicable accounting standards for commercial companies, shall in no case fall below the minimum capital.

TITLE III: APPROVALS

Article 11:

Any Congolese legal entity wishing to carry out the activity of a Credit Information Bureau must obtain approval from the Central Bank of the Congo.

The following are also subject to approval by the Central Bank of the Congo:

• participation in the share capital of a CIB;
• appointment of members of the deliberative body;
• appointment of members of the executive body;
• appointment of heads of key functions.

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Chapter 1: Approval of a Credit Information Bureau

Article 12:

Approval as a Credit Information Bureau is subject to compliance with applicable legal and regulatory requirements.

The approval application shall be supported by a file consisting of the following elements:

• the approval request letter drafted in French and addressed to the Governor of the Central Bank of the Congo;
• the original notarized copy of the applicant's statutes;
• the codes of good governance or ethics to which the directors, management, and staff of the company will be subject;
• the list of share capital holders indicating the level of participation, types of contributions (cash or in kind), their nationality, and physical addresses;
• the list of members of the deliberative and executive bodies;
• the duly notarized minutes of the Constitutive General Assembly of the new company and the notarized mandate of the representatives of the legal persons, shareholders, partners, or members of the requesting company, authorizing them to represent them at this constitutive assembly;
• the duly notarized minutes of the Extraordinary General Assembly of the legal person shareholders, authorizing them to participate in the CIB's share capital;
• the national identification number and an extract from the Commercial and Movable Credit Register of the applicant;
• the deposit certificate, with a local bank, of the paid-up share capital at an amount at least equal to the minimum capital set by the Central Bank of the Congo;
• elements to assess the honorability of shareholders, partners, or members, notably the sworn declaration of non-involvement of the aforementioned in money laundering, terrorist financing, and proliferation financing operations;
• elements to assess the honorability of members of the deliberative and executive bodies as well as heads of key functions, notably the criminal record extract and the sworn declaration of non-involvement of the aforementioned in money laundering, terrorist financing, and proliferation financing operations;
• the curricula vitae of members of the deliberative body, management, and heads of key functions, or any other element attesting to their professional skills and experience;

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• the notarized statutes and certified financial statements for the last three fiscal years of the legal person shareholders, partners, or members;
• the document from the banking supervisory authority of the country of origin or residence, or any other equivalent authority responsible for regulating and supervising CIBs, for foreign natural and legal persons, attesting compliance with exercise conditions in said country;
• the location of the registered office and other commercial establishments;
• the identity of the statutory auditor and the minutes of the General Assembly that appointed the statutory auditor from among those authorized by the Central Bank of the Congo in accordance with Instruction No. 19 regarding the exercise of statutory auditor functions in credit institutions and financial companies;
• the authorization issued by the Ministry responsible for digital affairs for the establishment of a database;
• the commitment to host personal data in the Democratic Republic of the Congo;
• a synthetic presentation of the information system (overall architecture, software to be used, backup measures to be implemented, procedures and tools for data integration and IT security, data collection, processing, and retention methods, etc.);
• technical assistance, financing, or partnership agreements, where applicable;
• the business continuity and information security plan;
• procedures regarding the management (collection, processing, archiving, deletion, dissemination, etc.) of credit information collected from data providers, the security of the technical device for credit data collection and IT backup, and the handling of customer complaints;
• the policy for monitoring the quality of transmitted data;
• the draft code of conduct;
• the business plan for a minimum period of three (3) years including the following elements:
  • the envisaged business model;
  • the strategic plan including the indication of envisaged partnerships and hypotheses for commercial, geographic, and sectoral development, as well as realistic projected financial statements, prepared according to applicable accounting standards and based on conducted market studies;
  • the governance framework;

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- the internal control and risk management framework;
- the framework for combating money laundering, terrorist financing, and proliferation financing;
- the operational organization, notably the organizational chart, adequacy of staff, skills, technical and financial resources, and information systems.

Article 13:

The applicant's statutes must ensure appropriate governance, in accordance with legal and regulatory requirements.

Article 14:

The applicant must demonstrate proven expertise and recognized international experience in the field of CIB activity.

Failing to meet the conditions set forth in the preceding paragraph, the applicant is required to conclude a technical partnership contract for a minimum duration of five (5) years with an organization or specialized partner possessing proven international experience in the CIB field.

A certified true copy of said contract must be attached to the approval application file.

Chapter 2: Approval of Shareholders

Article 15:

The applicant shall communicate to the Central Bank of the Congo, for approval, the following information regarding shareholders:

(i) for natural person shareholders: ✓ certified true copy of the identity document; ✓ dated and signed curriculum vitae; ✓ criminal record extract or any equivalent document dated less than three (3) months ago; ✓ sworn declaration regarding the lawful nature of the funds used for