BANQUE CENTRALE DU CONGO

LE GOUVERNEUR

ADMINISTRATIVE INSTRUCTION NO. 007 GOVERNING THE REGULATION OF MANUAL EXCHANGE ACTIVITY

(Modification No. 3)

The Central Bank of Congo,

Having regard to the Organic Law No. 18/027 of December 13, 2018, on the organization and functioning of the Central Bank of Congo, specifically Articles 10, 11, and 25;

Having regard to Law No. 22/069 of December 27, 2023, on the activity and control of Credit Institutions, specifically Article 167;

Having regard to Law No. 22/068 of December 27, 2022, on the fight against money laundering and the financing of terrorism and the proliferation of weapons of mass destruction;

Having regard to Ordinance-Law No. 67/272 of June 23, 1967, as amended and supplemented to date by Decree-Law No. 004/2001 of January 31, 2001, on the regime of national and foreign currency operations in the Democratic Republic of Congo;

Having regard to the foreign exchange regulation of the Democratic Republic of Congo of March 28, 2014;

Enacts the following provisions concerning the manual exchange activity:

CHAPTER I: GENERAL PROVISIONS

Article 1:

This Instruction defines the conditions and procedures for exercising the manual exchange activity.

Manual exchange is an operation consisting, regardless of the medium used, in the immediate exchange of banknotes or currencies denominated in different currencies.

Article 2:

Manual exchangers are Congolese legal or natural persons other than Credit Institutions who carry out, as a habitual profession, manual exchange operations.

They are established as Exchange Offices or as Manual Exchangers who are natural persons. The latter must be affiliated with Exchange Offices.

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Article 3:

There are three (3) categories of manual exchangers, namely:

• Exchange Offices of the 1st category or national level;
• Exchange Offices of the 2nd category or provincial level;
• Manual exchangers who are natural persons.

Exchange Offices of the 1st category or national level carry out their activities throughout the national territory.

Exchange Offices of the 2nd category or provincial level carry out their activities only in the province of domicile of their registered office.

Manual exchangers who are natural persons carry out their activities in the province of their domicile regardless of the category of the Exchange Offices to which they are affiliated.

Article 4:

Manual exchangers are authorized to:

• buy and sell foreign currencies in cash against the national currency;
• buy and sell foreign currencies in cash against other foreign currencies.

CHAPTER II: CONSTITUTION

Article 5:

Exchange Offices must be constituted as Limited Liability Companies, abbreviated as SARL.

Article 6:

A parent or guardian may not represent more than two minors in the shareholding of an Exchange Office.

CHAPTER III: APPROVAL

Article 7:

Any natural or legal person of Congolese law wishing to exercise the manual exchange activity must obtain approval from the Central Bank of Congo.

The change of category of an Exchange Office is also subject to approval by the Central Bank of Congo.

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Article 8:

The status of Exchange Office or Manual Exchanger who is a natural person is granted based on an approval deed.

Article 9:

The Exchange Office or Manual Exchanger who is a natural person must make manual exchange their sole activity.

Article 10:

The application for approval must be addressed in French to the Governor of the Central Bank of Congo and must indicate the corporate name, complete address, and telephone coordinates of the Exchange Office or Manual Exchanger who is a natural person.

Article 11:

The application for approval must be accompanied by a file consisting of the following documents:

(i) For Exchange Offices of the 1st and 2nd categories:

• a copy of the original notarized articles of association;
• the deed of deposit of the articles of association with the Commercial Register and Movable Credit Registry;
• a certified copy of the Commercial Register and Movable Credit Registry (RCCM) specifying that the applicant intends to exercise only the manual exchange activity;
• a certified copy of the National Identification Certificate;
• a business plan for a minimum of three (3) years, including in particular projected financial statements;
• proof of the existence of national and/or foreign currency accounts opened with approved financial institutions in the name of the applicant;
• Curricula Vitae and Criminal Record Extracts dated less than three months old for the promoters and the persons in charge of managing the Exchange Office.

(ii) For Manual Exchangers who are natural persons:

• proof of authorizations obtained from competent authorities for the exercise of a commercial activity (declaration of activity at the clerk's office of the Commercial Court, patent taxation, etc.);
• proof of the existence of national and/or foreign currency accounts opened with approved financial institutions in the name of the applicant;
• the Curriculum Vitae and Criminal Record Extract dated less than three (3) months old for the applicant;

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• proof of their affiliation to an Exchange Office by transmission of the affiliation agreement.

Article 12:

The Exchange Office must have an initial capital deemed sufficient by the Central Bank of Congo to support the business plan and cover all initial establishment costs, including application and approval fees as well as the amount of the security deposit.

Article 13:

The examination of the approval application is subject to the payment of application fees representing 3% of the security deposit.

Article 14:

No one may directly or indirectly create, administer, or manage an Exchange Office or be a manual exchanger if they: (i) have been convicted of offenses against laws or regulations relating to Credit Institutions, financial companies, insurance, stock market transactions, pension system management, or exchange; (ii) have been declared bankrupt and have not been rehabilitated, even when the bankruptcy was opened in a foreign country; (iii) have been convicted in the Democratic Republic of Congo or abroad as a perpetrator, co-perpetrator, accomplice, or for attempt of any of the following offenses:

• counterfeiting;
• counterfeiting or falsification of banknotes, public instruments, shares, bonds, and interest coupons;
• counterfeiting or falsification of seals, stamps, punches, and marks;
• forgery and use of forgery in documents;
• corruption of a public official or extortion;
• theft, extortion, misappropriation or abuse of confidence, fraud or handling stolen goods;
• simple or fraudulent bankruptcy, fictitious circulation of commercial instruments;
• issuing a check without funds;
• money laundering and financing of terrorism and the proliferation of weapons of mass destruction. (iv) have been convicted of any intentional offense to at least 12 months of principal penal servitude; (v) have participated in the administration, direction, or daily management of a Credit Institution or financial company whose dissolution has been ordered.

When the decision resulting in one of the prohibitions referred to in this article is subsequently revoked or overturned in final judgment, the prohibition ceases by operation of law.

563, Boulevard Colonel Tshatshi - Kinshasa – Gombe Email: sgouverneur@bcc.cd - Website: http://www.bcc.cd

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Article 15:

The Central Bank of Congo reserves the right to reject any application for approval if it considers that the approval may involve significant risks for the sector based on the information available to it.

Article 16:

Approval as an Exchange Office is granted after an on-site inspection of the applicant's place of business by the Central Bank of Congo, to assess the minimum security conditions of the facilities and to ensure the existence of the necessary equipment for its proper functioning, namely:

• a means of communication (telephone, fax, or electronic messaging);
• a safe;
• a cash register or calculator;
• a computer;
• a banknote detector;
• a banknote counting machine;
• a photocopier;
• a notice board.

Article 17:

The Central Bank of Congo invites, after a favorable opinion, the applicant to pay the security deposit and the approval fees fixed as follows:

(i) For the security deposit:

• USD 2,500 for Exchange Offices of the 1st category or national level;
• USD 1,000 for Exchange Offices of the 2nd category or provincial level;
• USD 150 for Manual Exchangers who are natural persons.

(ii) For approval fees:

• 20% of the security deposit for each category.

Except for the security deposit, fees may be paid in national currency.

Article 18:

The payment of the security deposit and the fees may be made:

• by bank transfer to the credit of the Central Bank of Congo account to be designated by the Directorate of Banking Operations and Markets;
• by named check in favor of the Central Bank of Congo;
• in cash at the counters of the Central Bank of Congo.

563, Boulevard Colonel Tshatshi - Kinshasa – Gombe Email: sgouverneur@bcc.cd - Website: http://www.bcc.cd

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Article 19:

The security deposit is not remunerated. It is refundable in foreign currency upon cessation of activities, subject to deduction of any sums due to the Public Treasury and/or the Central Bank of Congo.

Article 20:

The Central Bank rules on the approval application within ninety (90) days from receipt of the complete file.

Article 21:

Approval as an Exchange Office or Manual Exchanger who is a natural person is confirmed by an approval deed issued by the Central Bank of Congo including the associated number.

Article 22:

The Central Bank of Congo assigns a distinct approval number to each Exchange Office and Manual Exchanger who is a natural person and periodically publishes in the Official Journal and/or on its website the list of approved manual exchangers operating in the Democratic Republic of Congo.

CHAPTER IV: ACTS SUBJECT TO PRIOR AUTHORIZATION

Article 23:

The following are subject to prior authorization from the Central Bank of Congo:

• the absorption, split, or merger of two or more Exchange Offices;
• the opening or closing of an extension or a counter;
• the change of corporate name or address;
• the change of promoters and directors;
• the change of province for Exchange Offices of the 2nd category or provincial level and manual exchangers who are natural persons;

Article 24:

Exchange Offices may open one or more extensions, one or more counters subject to the authorization of the Central Bank of Congo.

By extension, it is meant a branch of the Exchange Office implanted in one of the cities of the Democratic Republic of Congo other than that of the registered office. Conversely, by counter, it is meant a branch of the Exchange Office opened in the city where the registered office or extension is implanted.

563, Boulevard Colonel Tshatshi - Kinshasa – Gombe Email: sgouverneur@bcc.cd - Website: http://www.bcc.cd

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Article 25:

The opening of each extension or each counter is subject to the payment of application fees of 3% of the security deposit.

The authorization to open an extension or a counter is granted after an on-site inspection of the applicant's place of business by the Central Bank of Congo, to assess the minimum security conditions of the facilities and to ensure the existence of the necessary equipment for its proper functioning, in accordance with Article 16 of this Instruction.

The opening of an extension is subject to the payment of a security deposit representing 50% of the security deposit referred to in Article 17 of this Instruction for each category of Exchange Office.

Article 26:

Exchange Offices are required to open accounts for their extensions with approved financial institutions in the jurisdiction of the activities of said extensions.

Article 27:

The authorization is granted within ninety (90) days from receipt of the complete file by the Central Bank of Congo.

Article 28:

Any change of telephone coordinates or address of any place of business must be communicated immediately to the Central Bank of Congo/Direction of Approvals and Regulation and that of the Supervision of Financial Intermediaries.

Article 29:

The Exchange Office of the 2nd category wishing to relocate its activities to another Province must previously request the authorization of the Central Bank of Congo.

The authorization to change province is granted after inspection by the Central Bank of Congo, to assess the minimum security conditions in the new facilities of the applicant and to ensure the existence of the necessary equipment for its proper functioning in accordance with Article 16 of this Instruction.

Article 30:

Any change of approval province for Manual Exchangers who are natural persons requires a written declaration emanating from the affiliated Exchange Office in the new province.

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CHAPTER V: ADMINISTRATIVE DIRECTIVES

Article 31:

The transactions of Exchange Offices and Manual Exchangers who are natural persons concern currencies quoted by the Central Bank of Congo.

Article 32:

The operations of Exchange Offices and Manual Exchangers who are natural persons are carried out freely at the rate negotiated between parties.

Article 33:

Exchange Offices and Manual Exchangers who are natural persons are not authorized to carry out manual exchange operations referred to in Article 4 of this Instruction for amounts equal to or greater than USD 10,000 or the equivalent in another currency per person and per day.

Article 34:

For each manual exchange operation, the Exchange Office or Manual Exchanger who is a natural person must identify the client and, where applicable, the beneficial owner of the operation.

Exchange Offices or Manual Exchangers who are natural persons collect and photocopy for this purpose the identities, address, and photo of their clientele carrying out manual exchange operations at their counters.

Article 35:

Manual exchange operations must be carried out based on a slip prepared in duplicate. The original is handed to the client and the copy is kept by the Exchange Office or Manual Exchanger who is a natural person.

This slip must be dated and numbered in chronological order. It must indicate the nature of the operation (purchase or sale), the currency or currencies concerned, the amount exchanged, and the rate applied.

These slips as well as the information on the identities of clients and beneficial owners are kept for a period of ten (10) years.

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Article 36:

Without prejudice to the provisions of Instructions No. 15 on standards relating to the fight against money laundering and the financing of terrorism and the proliferation of weapons of mass destruction and No. 15 Bis on derogation from provisions prohibiting any payment in cash or by bearer instrument of an amount in Congolese francs or foreign currencies equal to or greater than USD 10,000, Exchange Offices are required to have an accounting organization, written rules, and internal control procedures specific to ensuring compliance with current legal and regulatory provisions in the matter of fighting money laundering and the financing of terrorism and the proliferation of weapons of mass destruction.

Exchange Offices ensure that Manual Exchangers who are natural persons affiliated with them apply these rules and procedures.

Article 37:

Exchange Offices must have an information system adapted to their size, activity volume, and risk profile, allowing them in particular to:

1. identify clients and beneficial owners of exchange operations;
2. ensure that the persons referred to in point 1 above or those related or associated with them are not listed by international organizations or suspected of money laundering, financing of terrorism, and proliferation;
3. monitor operations carried out to, where applicable, detect those of a suspicious or unusual nature.

Article 38:

Exchange Offices or Manual Exchangers who are natural persons must declare without delay to the National Financial Intelligence Unit (CENAREF), by any written, digital, electronic, or telephone means, operations involving sums which they know, suspect, or have good reason to suspect are the proceeds of criminal activity or are related to money laundering and/or the financing of terrorism or the proliferation of weapons of mass destruction.

Exchange Offices or Manual Exchangers who are natural persons must also declare, under the same conditions as the previous paragraph, attempts at suspicious operations.

When the suspicion declaration is made by telephone, it is confirmed in writing as soon as possible.

Exchange Offices are required to inform CENAREF of any transaction carried out by politically exposed persons within the meaning of Law No. 22/068 of December 27, 2022, on the fight against money laundering and the financing of terrorism and the proliferation of weapons of mass destruction.

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Article 39:

Exchange Offices have the obligation, for their own account and that of their affiliates, to:

• prepare daily statements of manual exchange operations following the models in Annex I and II based on the information included in the slips;
• transmit to the Central Bank of Congo/Directorates of the Supervision of Financial Intermediaries and of Banking Operations and Markets, no later than the 7th day of the following month, a consolidated monthly statement by currency of foreign currency sales and purchases made following the models in Annex III and IV;
• keep proper accounting presenting synthesis statements, in accordance with current legal and regulatory provisions;
• seize against receipt and transmit to the Central Bank of Congo by a detailed note any counterfeit currency presented;
• display certified copies of the approval deeds and authorization to open extensions in the premises where operations provided for by this Instruction are carried out;
• reproduce on each document or correspondence the approval numbers and authorization to open the extension or counter.

Article 40:

Manual Exchangers who are natural persons are required to transmit to their respective affiliated Exchange Offices, no later than the 2nd day of the following month, the consolidated monthly statements by currency of foreign currency sales and purchases made.

Article 41:

Exchange Offices and Manual Exchangers who are natural persons are not authorized to:

• constitute deposits for the account of their clientele;
• carry out transfers abroad;
• issue or manage payment instruments;
• import or export banknotes;
• receive bank transfers and transfers from third parties or potential clients on their bank accounts, with the obligation to perform manual exchange for them.
• grant loans to their clientele.

Article 42:

Manual Exchangers who are natural persons are not authorized to affiliate with more than one Exchange Office.

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Article 43:

Exchange Offices and Manual Exchangers who are natural persons are required to organize themselves into a Professional Corporation. This Corporation has the object of:

• representing the collective interests of its members before public authorities and the Central Bank of Congo;
• disseminating information to its members and the public;
• studying any matter of common interest and elaborating recommendations relating thereto, with a view to favoring cooperation within the sector and between different actors;
• organizing and managing services of common interest;
• denouncing before the courts and tribunals and the Central Bank of Congo structures that illegally exercise the manual exchange activity throughout the national territory.

The statutes of this Corporation as well as the projects for their modification are subject to the approval of the Central Bank.

Article 44:

Exchange Offices and Manual Exchangers who are natural persons are required to display the buying and selling exchange rates of the day inside their premises.

CHAPTER VI: WITHDRAWAL OF APPROVAL

Article 45:

Withdrawal of approval is pronounced by the Central Bank when the Exchange Office or Manual Exchanger who is a natural person:

• formulates the request;
• does not start activities within six months following the grant of approval;
• no longer exercises its activities for more than six months;
• no longer meets the conditions to which the approval is subject;
• violates the provisions of the Law and the Regulation issued by the Central Bank of Congo in the matter of fighting money laundering and the financing of terrorism and the proliferation of weapons of mass destruction.

The Central Bank of Congo publishes a notice to the public and proceeds, at the expense of the Exchange Office or Manual Exchanger who is a natural person, to the publication in the Official Journal of the decision to withdraw approval.

Article 46:

Withdrawal of approval entails the removal of the Exchange Office or Manual Exchanger who is a natural person from the list provided for in Article 22 of this Instruction. Removal carries with it by operation of law the dissolution of the Exchange Office, in accordance with the legal provisions on commercial companies.

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Article 47:

The withdrawal of the license of an affiliated change office does not entail the withdrawal of the license of the affiliated individual manual currency exchanger.

In the event of withdrawal of the license of the affiliated change office, the affiliated individual manual currency exchangers have, under penalty of license withdrawal, a period of thirty (30) calendar days to affiliate with another change office.

Article 48:

In the event of license withdrawal, the security deposit is returned after deduction of any sums due to the Treasury and the Central Bank of Congo. In the event of insufficiency of the security deposit, the change office or the individual manual currency exchanger is required to pay the amount of the excess costs within 7 days.

CHAPTER VII: SANCTIONS

Article 49:

Without prejudice to the provisions of Article 13 of Ordinance-Law No. 67-272 of June 23, 1967 defining the regulatory power of the Central Bank of Congo in matters of exchange as modified and supplemented to date, and those of Law No. 22/069 of December 27, 2022 relating to the activity and control of Credit Institutions, if a change office or an individual manual currency exchanger has violated a provision of this Instruction, the Central Bank of Congo may impose one of the following disciplinary sanctions:

• a reprimand;
• a censure;
• suspension of activities;
• withdrawal of the license.

Article 50:

The Central Bank of Congo may impose, either in place of or in addition to these administrative sanctions, a monetary sanction in accordance with the provisions of the regulations in force.

Article 51:

Any change office or individual manual currency exchanger is required to pay the fines and administrative costs imposed under legal or regulatory provisions within a period of thirty (30) days from the notification of the sanction.

After this period, settlement is made by automatic debit from the security deposit.

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Article 52:

The change office or the individual manual currency exchanger has a period of seven (7) days to replenish the security deposit within the limits provided for in Article 17 of this Instruction, under penalty of the sanctions provided for in Article 49.

Article 53:

Within a period of five (5) working days from the notification of the sanction, the change office or the manual currency exchanger who has received one of the sanctions provided for in Articles 49 and 50 of this Instruction may file a reasoned appeal with the Central Bank of Congo to the extent applicable. The appeal is, however, not suspensive of the sanction.

CHAPTER VIII: FINAL PROVISIONS

Article 54:

Change offices or individual manual currency exchangers are required to strictly respect the provisions of this Instruction.

Article 55:

Any matter relating to manual exchange activity not provided for by these provisions is to be submitted to the appreciation of the Central Bank of Congo.

Article 56:

This Instruction enters into force on the date of its signature and repeals all prior provisions contrary to it.

Done in Kinshasa, on SEP 01, 2023

MALANGU KABEDI MBUYI Governor

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ANNEX I: DAILY STATEMENT OF CURRENCIES TRADED AT PURCHASE

NAME: ADDRESS: TEL: LICENSE NO.: DATE:

SLIP NO.	CLIENT'S LAST NAME, MIDDLE NAME AND FIRST NAME	CLIENT'S PHYSICAL ADDRESS	TYPE OF IDENTITY DOCUMENT	IDENTITY DOCUMENT NO.	CURRENCY CODE	ABBREVIATION	AMOUNT	RATE	CONGOLESE FRANC EQUIVALENT

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ANNEX II: DAILY STATEMENT OF CURRENCIES TRADED AT SALE

NAME: ADDRESS: TEL: LICENSE NO.: DATE:

SLIP NO.	CLIENT'S LAST NAME, MIDDLE NAME AND FIRST NAME	CLIENT'S PHYSICAL ADDRESS	TYPE OF IDENTITY DOCUMENT	IDENTITY DOCUMENT NO.	CURRENCY CODE	ABBREVIATION	AMOUNT	RATE	CONGOLESE FRANC EQUIVALENT

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