Authorization for the Establishment of Microcredit Societies and Credit Cooperatives (Notice No. 04/2023)

PUBLISHED IN THE GAZETTE OF THE REPUBLIC, FIRST SERIES, NO. 118 OF JUNE 28

NOTICE NO. 04/2023

SUBJECT: FINANCIAL SYSTEM

• Authorization for the Establishment of Microcredit Societies and Credit Cooperatives

Given the need to adapt the regulation of Microcredit Societies and Credit Cooperatives, aiming to simplify the minimum requirements for the establishment and operation of these Institutions, pursuant to the provisions of Article 4 of the Regulation of Microcredit Societies and Microcredit Operators, approved by Presidential Decree No. 89/23 of March 31, and Article 6 of the Regulation of Cooperative Credit Societies, approved by Presidential Decree No. 91/23 of April 5, combined with Article 100 of Law No. 14/21 of May 19, the General Regime of Financial Institutions Law, as well as the registration of Microcredit Operators;

In accordance with the provisions of paragraph d) and h) of paragraph 3 of Article 7 of Law No. 14/21 of May 19, the General Regime of Financial Institutions Law, of paragraph f) of paragraph 1 of Article 31 and of Article 98, both of Law No. 24/21 of October 18, the National Bank of Angola Law.

I DETERMINE:

CHAPTER I
GENERAL PROVISIONS

Article 1.
(Object)

1. This Notice establishes the requirements and procedures for the establishment of Microcredit Societies and Cooperative Credit Societies.

CONTINUATION OF NOTICE NO. 04/2023 Page 2 of 37
2. This Notice also establishes the requirements and procedures for the registration of Microcredit Operators.

Article 2.
(Scope)

1. This Notice applies to Non-Bank Financial Institutions that exercise credit activities, namely:
   a) Microcredit Societies; and, b) Cooperative Credit Societies.
2. The provisions of this Notice also apply to Microcredit Operators.

Article 3.
(Social Capital)
Microcredit Societies and Cooperative Credit Societies are established with the minimum regulatory social capital in force at the date of their approval, as defined in specific regulation.

Article 4.
(Authorization for Establishment)
The establishment of Microcredit Societies and Cooperative Credit Societies depends on the prior authorization of the National Bank of Angola, subject to compliance with the requirements established in Annexes I and II of this Notice.

CHAPTER II
INSTRUCTION OF THE APPLICATION FOR AUTHORIZATION FOR THE ESTABLISHMENT OF MICROCREDIT SOCIETIES

Article 5.
(General Requirements for Establishment and Instruction of the Application)

CONTINUATION OF NOTICE NO. 04/2023 Page 3 of 37

1. Applicants must designate, by power of attorney, a representative before the National Bank of Angola and indicate their domicile in Angola, for purposes of notification or correspondence.
2. The application for authorization for the establishment of Microcredit Societies and Credit Cooperatives must be processed by means of a request addressed to the Governor of the National Bank of Angola, according to Annex I of this Notice, accompanied by all documents and information useful for its assessment.
3. The National Bank of Angola may dispense with the delivery of the elements referred to in this article that it already possesses or has knowledge of.
4. If the application is deficiently processed, the National Bank of Angola, before refusing the authorization, formally notifies the applicants through its technical manager to, within the established period, remedy the deficiencies.
5. The provision of information outside the period stipulated by the National Bank of Angola may determine the refusal of the application.
6. The National Bank of Angola may request from applicants any additional information or procedures, carry out investigations it considers necessary or useful for the decision on the application.

CHAPTER III
INSTRUCTION OF THE APPLICATION FOR AUTHORIZATION FOR THE ESTABLISHMENT OF COOPERATIVE CREDIT SOCIETIES

Article 6.
(Instruction of the Application)

1. The application for authorization for the establishment of Cooperative Credit Societies must be processed by means of a request addressed to the Governor of the National Bank of Angola, accompanied by all documents and information useful for its assessment, namely:
   a) Certificate of admissibility of the corporate name;

CONTINUATION OF NOTICE NO. 04/2023 Page 4 of 37 b) Minutes of the constituent assembly meeting duly recognized; c) Identification of founding members and members of the corporate bodies; d) Identification of beneficial owners; and, e) Draft statutes.
2. Applicants must designate, by power of attorney, a representative before the National Bank of Angola and indicate their domicile in Angola, for purposes of notification or correspondence.
3. The National Bank of Angola may dispense with the delivery of the elements referred to in this article that it already possesses or has knowledge of.
4. If the application is deficiently processed, the National Bank of Angola, before refusing the authorization, formally notifies the applicants through its technical manager to, within the established period, remedy the deficiencies.
5. The provision of information outside the period stipulated by the National Bank of Angola may determine the refusal of the application.
6. The National Bank of Angola may request from applicants any additional information or procedures, carry out investigations it considers necessary or useful for the decision on the application.

Article 7.
(Associated Members)
Cooperative Credit Societies are constituted with an initial number of 3 (three) members, and may not remain in operation with a lower number.

CHAPTER IV
COMMENCEMENT OF ACTIVITY

Article 8.
(Special Registration)

CONTINUATION OF NOTICE NO. 04/2023 Page 5 of 37

1. Microcredit Societies and Credit Cooperatives may not commence their activity until they are registered in a special register with the National Bank of Angola, under the terms defined in specific regulation.
2. For Microcredit Operators, only registration with the National Bank of Angola is required, by completing and presenting the form provided in Annex II of this Notice.

Article 9.
(Commencement of Activity)
Microcredit Societies and Cooperative Credit Societies must communicate to the National Bank of Angola, at least 1 (one) month in advance, the date of commencement of activity, for purposes of inspection.

CHAPTER III
FINAL PROVISIONS

Article 10.
(Documents)

1. Any official documents required under this Notice must have been issued less than 3 (three) months ago.
2. All documents intended to process the authorization application written in a foreign language must be translated into Portuguese and duly certified.

Article 11.
(Revocation)
All regulation contrary to the provisions of this Notice is revoked.

Article 12.
(Doubts and Omissions)

CONTINUATION OF NOTICE NO. 04/2023 Page 6 of 37 Doubts and omissions resulting from the interpretation and application of this Notice are resolved by the National Bank of Angola.

Article 13.
(Entry into Force)
This Notice enters into force on the date of its publication.

PUBLISH.

Luanda, June 26, 2023.

THE GOVERNOR
MANUEL ANTÓNIO TIAGO DIAS

Annex I – Authorization for the Establishment of Microcredit Societies

CONTINUATION OF NOTICE NO. 04/2023 Page 7 of 37 In order to verify compliance with the legal requirements established in Article 100 of Law No. 14/21 of May 19 – the General Regime of Financial Institutions Law, the applicant wishing to establish a Microcredit Society must deliver the following information and documentation:

• Request – (Section I)
• Identification of the technical manager responsible for conducting the authorization process for establishment – (Section II)

Section I – Request

CONTINUATION OF NOTICE NO. 04/2023 Page 8 of 37 Excellency, Governor of the National Bank of Angola

In accordance with the provisions of Articles 100 and 102 of Law No. 14/21 of May 19 – the General Regime of Financial Institutions Law, the undersigned, in the capacity of [fill in if proposed partners (s) or shareholders (s) or founding partners or legal representative(s)] of the company [fill in with the type and corporate name], with headquarters at [fill in with the address of the headquarters], hereby request the National Bank of Angola to approve the respective establishment project.

The undersigned declare, under commitment of honor, that the information provided corresponds to the truth, having omitted no facts that may be relevant for the assessment of their project.

They further declare that they are aware that failure to comply with duties of information, communication, or clarification to the National Bank of Angola may lead to the refusal of the authorization request for establishment, and that the provision of false declarations constitutes a very serious contravention under Article 387 of Law No. 14/21 of May 19, the General Regime of Financial Institutions Law.

They finally commit to communicating to the National Bank of Angola immediately after its verification, all facts capable of modifying any of the information provided above.

Finally, the undersigned, in the capacity of [fill in if proposed founding shareholders or legal representative(s)] of the company [fill in with the type] that authorizes the National Bank of Angola to access information about themselves, contained in any public or private registration and information systems for the purposes of analyzing this request.

In these terms, they request and expect approval,

Place and date:

Section I – Request

CONTINUATION OF NOTICE NO. 04/2023 Page 9 of 37 Signature(s) of the applicant(s):
(Signature according to identification document) (Signature according to identification document) (Signature according to identification document) (Signature according to identification document) (Signature according to identification document) (Signature according to identification document) (Note: The request must be signed by the proposed partners or shareholders or by their legal representative(s), and a certified copy of the power of attorney granted to the representative(s) must be attached for the appropriate effects).

Attached to the authorization request for establishment [fill in with the type], the following documents:
a. Draft statutes b. Proof of prior deposit corresponding to five percent of the minimum social capital
c. If applicable, copy of the usufruct contract regarding corporate participations
d. If applicable, proposal for shareholders' agreements e. Certificate of admissibility for the purpose of the designation or name of the Institution to be established

Section II – Identification of the Technical Manager

CONTINUATION OF NOTICE NO. 04/2023 Page 10 of 37 Information about the technical manager, i.e., the contact person responsible for ensuring all communications with the National Bank of Angola regarding the instruction of the authorization application for the establishment of the Society [fill in with the type]. In cases where an entity is designated for this purpose, it must be mentioned notwithstanding the need to identify the individual person responsible within the same and their substitute.

1. Details of the Manager
   a. If Applicable, Entity
   Designated to Support in the
   Establishment Authorization Process b. Full Name
   c. Address
   d. Telephone Contact e. Email Address
2. Details of the Contact Person in case of Unavailability of the Technical Manager
   a. Full name b. Address
   c. Telephone contact
   d. Email address
3. Attach the following documents to the Annex:
   Copy of identification document
   Proof of address
   Duly authenticated power of attorney

Section III – Additional Information

CONTINUATION OF NOTICE NO. 04/2023 Page 11 of 37 In case of impossibility of presenting one of the documents mentioned in this Annex, the applicant(s) must indicate which document is missing, the reason, and the expected date of sending to the care of the National Bank of Angola.

Document Section
Applicable Reason for Impossibility of Presentation Expected Date of Sending the Document

If the applicant considers it necessary to provide additional relevant documentation for the purposes of analyzing the information and/or documentation requested by the annex, the applicant must indicate the name of the document, the section to which it is associated, and the reason for the relevance of the document.

Document Section
Applicable Reason for Submission of the Document

Section IV – Partners/Shareholders - Natural Person
This Annex must be filled out in Word format and sent to the Integrated Licensing System for Financial Institutions – SILIF or to the email of the Department of Regulation and Organization of the Financial System (dro@bna.ao). Notwithstanding the provisions of the previous paragraph, the application for establishment authorization will only be considered formally delivered after the receipt of this document, in duplicate, duly filled out in PORTUGUESE and signed by the applicant(s), at the following address:

National Bank of Angola
Av. 4 de Fevereiro n.º 151, Luanda - Angola | P.O. Box 1243 Luanda (+244) 222 339 125 http://www.bna.ao/

CONTINUATION OF NOTICE NO. 04/2023 Page 12 of 37 In order to verify compliance with the legal requirements established in Article 100 of Law No. 14/21 of May 19, the General Regime of Financial Institutions Law, the natural person wishing to participate in the capital of a Microcredit Society must deliver the following information and documentation:
a) Identification of the representative; b) Identification of the partner/shareholder; c) Professional and academic information; d) Criminal record; e) Capital subscribed by the partner/shareholder and detailed financial information demonstrating economic and financial capacity and solidity, including origin and control of funds; and, f) Information allowing to determine the existence of related parties.

Section IV – Partner/Shareholders - Natural Person
Annex I – Shareholders

CONTINUATION OF NOTICE NO. 04/2023 Page 13 of 37 a) In case the partner/shareholder has a representative, the responsible person must provide the following details:

1. Personal Information
   a. Full Name b. Date of Birth
   (dd/mm/yyyy)
   c. Place of Birth
   d. Nationality
2. Identification Document
   a. Document
   (Passport or Identity Card) b. Identification Number
   c. Date of Issue
   (dd/mm/yyyy) d. Place of Issue e. Valid until:
   (dd/mm/yyyy)
3. Tax Identification
   a. Tax Identification Number b. Place of Issue
4. Residence
   a. Address b. Locality
   c. Country
5. Contacts
   a. Telephone contact b. e-mail
6. Attach the following documents to the Annex:
   a. Copy of identification document b. Duly authenticated power of attorney

Section IV – Shareholders - Natural Person
Annex I – Shareholders

CONTINUATION OF NOTICE NO. 04/2023 Page 14 of 37 b) PERSONAL INFORMATION OF THE PARTNER/SHAREHOLDER:

1. Personal Information
   a. Full Name b. Date of Birth
   (dd/mm/yyyy)
   c. Place of Birth
   d. Nationality
2. Identification Document
   a. Document
   (Passport or Identity Card) b. Identification Number
   c. Date of Issue
   (dd/mm/yyyy) d. Place of Issue e. Valid until:
   (dd/mm/yyyy)
3. Tax Identification
   a. Tax Identification Number b. Place of Issue
4. Residence
   a. Address b. Locality
   c. Country
5. Contacts
   a. Telephone contact b. e-mail
6. Attach the following documents to the Annex:
   a. Copy of identification document b. Copy of tax identification document
   c. Proof of address
   d. Identification document of the partner/shareholder's spouse and ascendants and descendants of the 1st and 2nd degree

Section IV – Shareholders - Natural Person
Annex I – Shareholders

CONTINUATION OF NOTICE NO. 04/2023 Page 15 of 37 c) Professional and Academic Information

1. Current Professional Situation
   a. Function/position currently held b. Institution
   c. Sector of activity
   d. Date of commencement of functions
2. Registration in the Financial Sector
   a. Are you registered with the financial sector supervisory authority i) Yes ii) No b. If applicable, name of the supervisory authority
3. Professional Experience
   in the last 5 years
   Institution Sector of
   Activity
   Position Held
   Request for
   Exercise of
   Functions
   Person to
   Request
   Reference
   Contact of the
   Reference Person

Section IV – Shareholders - Natural Person
Annex I – Shareholders

CONTINUATION OF NOTICE NO. 04/2023 Page 16 of 37
4. Academic Qualifications
Training/Course Institution Year of obtaining
Attach the following documents to the Annex:
a. Curriculum Vitae b. Diploma(s) of the training(s) obtained
c. If applicable, last payslip

Section IV – Shareholders or Partners - Natural Person
Annex I – Shareholders

CONTINUATION OF NOTICE NO. 04/2023 Page 17 of 37 d) Information to assess the suitability of the partner/shareholder or partners Information relating to the natural person, Institution dominated by them or in which they exercised functions as director, manager, or member of the corporate body:
a. Have you ever been convicted or had criminal proceedings against you in Angola or abroad?
Yes No b. Have you ever been convicted or had sanctioning proceedings by an administrative authority, in Angola or abroad, for facts related to the exercise of your professional activities in the financial area? Yes No
c. Have you ever been charged in sanctioning proceedings initiated by the National Bank of Angola, by the supervisory bodies of the Securities Market and Insurance Activity?
Yes No d. Have you ever been convicted, in Angola or abroad, for the practice of infractions to the legal or regulatory rules governing the activity of Banking and Non-Banking Financial Institutions? Yes No e. Have you ever been declared insolvent, in Angola or abroad? Yes No f. Do you have insolvency proceedings pending, in Angola or abroad? Yes No g. Have you ever been sanctioned in a disciplinary process or suffered a sanction for violation of conduct rules applicable to the exercise of your professional activity? Yes No h. Have you ever been refused, cancelled, or revoked, in Angola or abroad, by the competent supervisory authorities, the registration for the purposes of exercising functions in Banking or Non-Banking Financial Institutions?? Yes No
i. Have you ever, abroad, been declared by the competent authorities as opposed to taking or maintaining a participation in Banking or Non-Banking Financial Institutions?
Yes No j. Have you ever, in Angola or abroad, been subject to an assessment of your suitability by another supervisory authority?
Yes No
Have you ever, in Angola or abroad, been subject to an assessment of your suitability by another competent authority, within the scope of a non-financial sector? Yes No k. Have you ever been refused, cancelled, or revoked the registration, authorization, admission, or license for the exercise of a commercial, business, or professional activity, or have you ever been inhibited from such exercise, in Angola or abroad, by the competent administrative authorities? Yes No
l. Indication of other
aspects considered relevant.

Section IV – Shareholders or Partners - Natural Person
Annex I – Shareholders

CONTINUATION OF NOTICE NO. 04/2023 Page 18 of 37
5. If you answered yes to any of the above questions, please describe the requested elements:

Question Answered
Affirmatively a. Number b. Facts that motivated the initiation of the process
c. Type of crime or contravention
d. Date of conviction
(dd/mm/yyyy) e. Penalty or sanction applied f. Court/Institution that convicted or sanctioned you; or court/Institution where the process is pending g. Stage of the process or its outcome h. Name of the companies involved in insolvency proceedings
i. Nature of the dominance exercised by you
j. Functions exercised k. Grounds for refusal, cancellation, or revocation of registration, authorization, admission, or license
l. Identification of the competent authority
that carried out the previous assessment of your suitability

If you consider it relevant, provide your point of view on the facts in question.
6. Attach the following documents to the Annex duly authenticated:
Criminal Record
Certification of Bankruptcy or Insolvency Proceedings issued by the Competent Authority

Section IV – Shareholders or Partners - Natural Person
Annex I – Shareholders

CONTINUATION OF NOTICE NO. 04/2023 Page 19 of 37 e) Capital subscribed by the partner/shareholder and detailed financial information demonstrating economic and financial capacity, including origin and control of funds

1. Social Capital of the
   Financial Institution:
   a. Amount b. Percentage
   c. Identify the reasons motivating the investment by the partner/shareholder (e.g. strategic investment) and their predisposition to support the Institution with additional own funds.
2. Attach the following documentation/information regarding economic or financial capacity 1
   a. Income declaration issued by the respective employer(s), if applicable b. Detailed information about your situation and financial solidity, namely indication of your sources of income, assets and liabilities, burdens and guarantees.
   c. Financial information, including risk assessments and reports and accounts, about the Societies dominated by you or of which you are a member of the administration body.
   d. Income tax declaration on employment income for the last 3 years.
   1 In case the documents proving financial capacity are provided by a Financial Institution, it must be an entity with no financial interest, direct or indirect, in the applicant or in companies controlled by the applicant.

Section IV – Shareholders - Natural Person
Annex I – Shareholders

CONTINUATION OF NOTICE NO. 04/2023 Page 20 of 37 f) Information allowing to determine the existence of related parties.

1. Obligations or financial interests of the partner/shareholder, their spouse, ascendants or descendants of the 1st or 2nd degree, or companies controlled by them, with:
   a Other partners/shareholders of the Institution, respective spouses, ascendants or descendants of the 1st and 2nd degree, or companies controlled by them in the case of natural persons and economic group they belong to in the case of legal entities:
   Type of
   Relationship
   Identification of the
   Person or
   Entity
   Description b Financial or Non-Financial Societies of the economic group:
   Type of
   Relationship
   Identification of the
   Entity Description c Members (or proposed members) of the corporate bodies of the Institution, respective spouses, ascendants and descendants of the 1st and 2nd degree, or companies controlled by them:
   Type of
   Relationship
   Identification of the
   Person or
   Entity
   Description

Section IV – Shareholders - Natural Person
Annex I – Shareholders

CONTINUATION OF NOTICE NO. 04/2023 Page 21 of 37
2. Any other interests or activities in which you are involved from which conflicts of interest may arise.

Section IV – Partners/Shareholders - Natural Person
Annex I – Shareholders

CONTINUATION OF NOTICE NO. 04/2023 Page 22 of 37 In case of impossibility of presenting one of the documents mentioned in this Annex, the applicant must indicate which document is missing, the reason, and the expected date of sending to the care of the B

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