Administrative Instruction No. 007 Regulating Manual Foreign Exchange Activities (Modification No. 3)

BANQUE CENTRALE DU CONGO

THE GOVERNOR

ADMINISTRATIVE INSTRUCTION NO. 007 REGULATING MANUAL FOREIGN EXCHANGE ACTIVITIES

(Modification No. 3)

The Central Bank of the Congo,

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

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

Having regard to Law No. 22/068 of December 27, 2022 on the fight against money laundering and terrorist financing 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 for national and foreign currency operations in the Democratic Republic of Congo;

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

Enacts the following provisions concerning manual foreign exchange activities:

CHAPITRE I : GENERAL PROVISIONS

Article 1 :

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

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

Article 2 :

Manual foreign exchange dealers are Congolese legal or natural persons, other than Credit Institutions, who carry out manual foreign exchange operations as their usual profession.

They are established as Foreign Exchange Offices or as individual manual foreign exchange dealers (Cambistes manuels). The latter must be affiliated with Foreign Exchange Offices.

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Article 3 :

There are three (3) categories of manual foreign exchange dealers, namely:

• Foreign Exchange Offices of the 1st category or national level;
• Foreign Exchange Offices of the 2nd category or provincial level;
• Individual manual foreign exchange dealers (Cambistes manuels personnes physiques).

Foreign Exchange Offices of the 1st category or national level conduct their activities throughout the entire national territory.

Foreign Exchange Offices of the 2nd category or provincial level conduct their activities exclusively within the province where their registered office is located.

Individual manual foreign exchange dealers conduct their activities in the province of their domicile, regardless of the category of Foreign Exchange Offices to which they are affiliated.

Article 4 :

Manual foreign exchange dealers 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.

CHAPITRE II : CONSTITUTION

Article 5 :

Foreign Exchange Offices must be established as Limited Liability Companies (SARL).

Article 6 :

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

CHAPITRE III : APPROVAL

Article 7 :

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

Changes in the category of a Foreign Exchange Office are also subject to approval by the Central Bank of the Congo.

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Article 8 :

The status of Foreign Exchange Office or individual manual foreign exchange dealer is granted based on an approval deed.

Article 9 :

A Foreign Exchange Office or individual manual foreign exchange dealer must make manual foreign exchange their sole activity.

Article 10 :

The approval application is submitted in French to the Governor of the Central Bank of the Congo and must indicate the company name, full address, and telephone contact details of the Foreign Exchange Office or individual manual foreign exchange dealer.

Article 11 :

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

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

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

(ii) For individual manual foreign exchange dealers:

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

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• proof of affiliation to a Foreign Exchange Office via transmission of the affiliation agreement.

Article 12 :

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

Article 13 :

The examination of the approval application is subject to the payment of processing fees, representing 3% of the guarantee.

Article 14 :

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

• counterfeiting;
• forgery or falsification of banknotes, public securities, shares, bonds, and interest coupons;
• forgery or falsification of seals, stamps, punches, and trademarks;
• false statements and use of false documents;
• corruption or extortion by a public official;
• theft, extortion, misappropriation or breach of trust, fraud or handling stolen goods;
• simple or fraudulent bankruptcy, fictitious circulation of commercial instruments;
• issuance of checks without funds;
• money laundering, terrorist financing, and 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 routine management of a Credit Institution or financial company whose dissolution has been ordered.

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

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Article 15 :

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

Article 16 :

Approval as a Foreign Exchange Office is granted after on-site inspection by the Central Bank of the Congo to assess minimum security conditions for facilities and ensure the existence of necessary equipment for proper functioning, namely:

• a communication means (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 :

Following a favorable opinion, the Central Bank of the Congo invites the applicant to pay the guarantee and approval fees as follows:

(i) For the guarantee:

• USD 2,500 for Foreign Exchange Offices of the 1st category or national level;
• USD 1,000 for Foreign Exchange Offices of the 2nd category or provincial level;
• USD 150 for individual manual foreign exchange dealers.

(ii) For approval fees:

• 20% of the guarantee for each category.

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

Article 18 :

Payment of the guarantee and fees may be made:

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

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Article 19 :

The guarantee is not interest-bearing. It is refundable in foreign currency upon cessation of activities, subject to deduction of any amounts due to the Public Treasury and/or the Central Bank of the 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 a Foreign Exchange Office or individual manual foreign exchange dealer is confirmed by an approval deed issued by the Central Bank of the Congo, bearing the relevant number.

Article 22 :

The Central Bank of the Congo assigns each Foreign Exchange Office and individual manual foreign exchange dealer a distinct approval number and periodically publishes in the Official Journal and/or on its website the list of approved manual foreign exchange dealers operating in the Democratic Republic of Congo.

CHAPITRE IV : ACTS SUBJECT TO PRIOR AUTHORIZATION

Article 23 :

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

• absorption, demerger, or merger of two or more Foreign Exchange Offices;
• opening or closing of an extension or branch office;
• change of company name or address;
• change of promoters and management;
• change of province for Foreign Exchange Offices of the 2nd category or provincial level and individual manual foreign exchange dealers;

Article 24 :

Foreign Exchange Offices may open one or more extensions or branch offices subject to authorization by the Central Bank of the Congo.

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

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Article 25 :

Opening each extension or branch office is subject to payment of processing fees equal to 3% of the guarantee.

Authorization to open an extension or branch office is granted after on-site inspection by the Central Bank of the Congo to assess minimum security conditions for facilities and ensure necessary equipment exists, in accordance with Article 16 of this Instruction.

Opening an extension is subject to payment of a guarantee representing 50% of the guarantee specified in Article 17 for each category of Foreign Exchange Office.

Article 26 :

Foreign Exchange Offices must open accounts for their extensions at approved financial institutions within the jurisdiction of said extensions' activities.

Article 27 :

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

Article 28 :

Any change in telephone contact details or address of any operating point must be communicated immediately to the Central Bank of the Congo/Direction des Agréments et de la Réglementation and the Direction de la Surveillance des Intermédiaires Financiers.

Article 29 :

A Foreign Exchange Office of the 2nd category wishing to relocate its activities to another Province must first obtain authorization from the Central Bank of the Congo.

Authorization for change of province is granted after inspection by the Central Bank of the Congo to assess minimum security conditions in the new facilities and ensure necessary equipment exists, in accordance with Article 16 of this Instruction.

Article 30 :

Any change of approval province for individual manual foreign exchange dealers requires a written declaration from the affiliated Foreign Exchange Office in the new province.

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CHAPITRE V : ADMINISTRATIVE DIRECTIVES

Article 31 :

Transactions of Foreign Exchange Offices and individual manual foreign exchange dealers concern currencies quoted by the Central Bank of the Congo.

Article 32 :

Operations of Foreign Exchange Offices and individual manual foreign exchange dealers are conducted freely at negotiated rates between parties.

Article 33 :

Foreign Exchange Offices and individual manual foreign exchange dealers are not authorized to conduct manual foreign exchange operations under Article 4 of this Instruction for amounts equal to or exceeding USD 10,000 (or equivalent in another currency) per person and per day.

Article 34 :

For each manual foreign exchange operation, the Foreign Exchange Office or individual manual foreign exchange dealer must identify the client and, where applicable, the beneficial owner of the operation.

Foreign Exchange Offices or individual manual foreign exchange dealers collect and photocopy, for this purpose, the identities, addresses, and photos of their clientele conducting manual foreign exchange operations at their counters.

Article 35 :

Manual foreign exchange operations must be conducted based on a counter slip prepared in duplicate. The original is handed to the client and the copy is retained by the Foreign Exchange Office or individual manual foreign exchange dealer.

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

These counter slips, along with information on client and beneficial owner identities, are retained for a period of ten (10) years.

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Article 36 :

Without prejudice to the provisions of Instructions No. 15 on standards for fighting money laundering and terrorist financing and proliferation of weapons of mass destruction, and No. 15 Bis on derogations prohibiting any cash or bearer instrument payment of an amount in Congolese francs or foreign currency equal to or exceeding USD 10,000, Foreign Exchange Offices must establish an accounting organization, written rules, and internal control procedures to ensure compliance with current legal and regulatory provisions on fighting money laundering and terrorist financing and proliferation of weapons of mass destruction.

Foreign Exchange Offices ensure that affiliated individual manual foreign exchange dealers apply these rules and procedures.

Article 37 :

Foreign Exchange Offices must adopt an information system adapted to their size, activity volume, and risk profile, enabling them notably to:

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

Article 38 :

Foreign Exchange Offices or individual manual foreign exchange dealers must promptly declare to the National Financial Intelligence Unit (CENAREF), by any written, digital, electronic, or telephone means, operations involving amounts they know, suspect, or have good reasons to suspect are the proceeds of criminal activity or relate to money laundering and/or terrorist financing or proliferation of weapons of mass destruction.

Foreign Exchange Offices or individual manual foreign exchange dealers must also declare, under the same conditions as the preceding paragraph, attempted suspicious operations.

When a suspicion declaration is made by telephone, it must be confirmed in writing at the earliest opportunity.

Foreign Exchange Offices are required to inform CENAREF of any transaction carried out by politically exposed persons as defined in Law No. 22/068 of December 27, 2022 on fighting money laundering and terrorist financing and proliferation of weapons of mass destruction.

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Article 39 :

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

• prepare daily statements of manual foreign exchange operations according to Annexes I and II models based on information from counter slips;
• transmit to the Central Bank of the Congo/Directions for Supervision of Financial Intermediaries and Banking Operations and Markets, by the 7th day of the following month at the latest, a consolidated monthly statement by currency of foreign exchange sales and purchases according to Annexes III and IV models;
• maintain proper accounting presenting synthesis statements, in accordance with current legal and regulatory provisions;
• record under discharge and transmit to the Central Bank of the Congo via a detailed note any counterfeit banknotes presented;
• display certified copies of approval and authorization deeds for opening extensions in the premises where operations under this Instruction are conducted;
• reproduce on each document or correspondence the approval and authorization numbers for opening extensions or branch offices.

Article 40 :

Individual manual foreign exchange dealers are obligated to transmit to their respective affiliated Foreign Exchange Offices, by the 2nd day of the following month at the latest, consolidated monthly statements by currency of foreign exchange sales and purchases.

Article 41 :

Foreign Exchange Offices and individual manual foreign exchange dealers are not authorized to:

• accept deposits on behalf of their clientele;
• make transfers abroad;
• issue or manage payment instruments;
• import or export banknotes;
• receive on their bank accounts transfers and remittances from third parties or potential clients, with the obligation to provide manual foreign exchange services for them;
• grant loans to their clientele.

Article 42 :

Individual manual foreign exchange dealers are not authorized to affiliate with more than one Foreign Exchange Office.

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Article 43 :

Foreign Exchange Offices and individual manual foreign exchange dealers are required to organize themselves into a professional Corporation. This Corporation's purpose is to:

• represent the collective interests of its members before public authorities and the Central Bank of the Congo;
• disseminate information to its members and the public;
• examine any matters of common interest and formulate related recommendations, to promote cooperation within the sector and among different actors;
• organize and manage services of common interest;
• denounce before courts and tribunals and the Central Bank of the Congo entities exercising manual foreign exchange activities illegally throughout the national territory.

The statutes of this Corporation, as well as draft amendments, are subject to approval by the Central Bank.

Article 44 :

Foreign Exchange Offices and individual manual foreign exchange dealers are required to display daily buying and selling foreign exchange rates inside their premises.

CHAPITRE VI : WITHDRAWAL OF APPROVAL

Article 45 :

Withdrawal of approval is pronounced by the Central Bank when a Foreign Exchange Office or individual manual foreign exchange dealer:

• requests it;
• does not commence activities within six months following grant of approval;
• has ceased exercising its activities for more than six months;
• no longer meets the conditions to which approval is subject;
• breaches provisions of the Law and Regulations issued by the Central Bank of the Congo regarding fighting money laundering, terrorist financing, and proliferation of weapons of mass destruction.

The Central Bank of the Congo publishes a public notice and proceeds, at the expense of the Foreign Exchange Office or individual manual foreign exchange dealer, to publish the withdrawal decision in the Official Journal.

Article 46 :

Withdrawal of approval results in the deregistration of the Foreign Exchange Office or individual manual foreign exchange dealer from the list provided for in Article 22 of this Instruction. Deregistration automatically entails dissolution of the Foreign Exchange Office, in accordance with legal provisions on commercial companies.

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Article 47 :

Withdrawal of approval of an affiliated Foreign Exchange Office does not entail withdrawal of the affiliated individual manual foreign exchange dealer.

In case of withdrawal of approval of the affiliated Foreign Exchange Office, affiliated individual manual foreign exchange dealers disp