Banking Law 2012

• BANKING LAW AND OTHER FINANCIAL INSTITUTIONS.

• ORDERS AUTHORIZING THE ADOPTION OF THE FOLLOWING MINORS:

  • BERRY STANGHER MAYAN
  • JEAN BÉNITO ANTOINE
  • WANSON JEAN

SPECIAL ISSUE

LAW
ON BANKS
AND OTHER FINANCIAL INSTITUTIONS

LEGISLATIVE BODY

Law on Banks and Other Financial Institutions

Having seen Articles 111, 136, 144, 200, 224, 225, 245 of the Constitution of the Republic;

Having seen the Law of September 16, 1963 formulating the general principles governing mixed capital joint-stock companies;

Having seen the Law of August 17, 1979 creating and organizing the Bank of the Republic of Haiti (BRH);

Having seen the Decree of November 14, 1980 regulating the operation of banks and banking activities on the territory of the Republic of Haiti;

Having seen the Law of August 30, 1982 modifying the provisions of the Decree of October 10, 1979 on development finance companies;

Having seen the Decree of January 31, 1984 defining the constitution of mandatory reserves of commercial banks;

Having seen the Decree of March 30, 1984 organizing the Ministry of Justice;

Having seen the Law of July 4, 1984 creating savings and housing banks;

Having seen the Decree of March 27, 1985 modifying Articles 9 and 17 of the Law of August 17, 1979 creating the Bank of the Republic of Haiti (BRH);

Having seen the Decree of March 13, 1987 reorganizing the structures of the Ministry of Economy and Finance;

Having seen the Decree of March 13, 1987 organizing the Ministry of Commerce and Industry;

Having seen the Decree of January 31, 1989 specifying the conditions for exercising the profession of stockbroker;

Having seen the Decree of July 6, 1989 considering as transfer houses all enterprises other than commercial banks engaged in the transfer of foreign exchange between the international market and the national market;

Having seen the Decree of August 29, 1989 modifying Articles 28, 29, 31 of the Law of July 4, 1984 regulating the creation and operation of savings and housing banks;

Having seen the Decree of June 2, 1995 abolishing Articles 5 and 6 of the Decree of October 10, 1979 regarding the formation formalities of joint-stock companies;

Having seen the Law of February 21, 2001 on money laundering of assets from illicit drug trafficking and other serious offenses;

Having seen the Law of June 26, 2002 on the constitution, organization, control, and surveillance of Savings and Credit Cooperatives (CEC), commonly called Credit Unions, and Federations of Savings and Credit Cooperatives;

Having seen the Decree of September 29, 2005 on income tax;

Having seen the Decree of November 23, 2005 on the organization and operation of the Superior Court of Accounts and Administrative Litigation;

Having seen the Law of February 12, 2008 on the declaration of assets by certain categories of Political Personalities, Officials, and other Public Agents;

Having seen the Law of February 13, 2009 on pledge without dispossession;

Having seen Articles 1859 and following of the Civil Code on securities;

Having seen Articles 477 and following of the Commercial Code on bankruptcy;

Considering that it is important for the Haitian State to ensure the proper functioning of the banking and financial system and to adapt legislation to the evolution of the financial system;

Considering that it is appropriate to provide banks and other financial institutions with adequate legislation and to grant the necessary protection for the safeguarding of public interests and the stability of the financial system;

Considering that it is important to entrust the Bank of the Republic of Haiti with the responsibility for the control and surveillance of banks and other financial institutions;

On the report of the Minister of Economy and Finance and after deliberation in the Council of Ministers, the Executive Power proposed;

And the Legislative Body has voted the following Law:

TITLE I
GENERALITIES

CHAPTER 1
OBJECT - SCOPE OF APPLICATION

Article 1.- This law governs the organization and operation of financial institutions operating on national territory, with the aim of protecting savings and the proper functioning of the banking and financial system.

This law is not applicable to insurance companies, pension funds, savings and credit cooperatives, commonly called credit unions, and microfinance institutions.

Article 2.- By financial institution, we mean, as the case may be:

1. an authorized bank;
2. an investment promotion company, credit card company, factoring company, or trust company constituted as a legal person under the provisions of the law on joint-stock companies;
3. a development finance company constituted as a legal person and governed by the law on development finance companies;
4. a transfer house constituted as a legal person and governed by the decree on transfer houses;
5. an authorized stockbroker; or
6. any other category of company carrying out operations assimilable to those of banks, which the Bank of the Republic of Haiti may designate taking into account the evolution of economic and financial activities.

Article 3.- Banks are legal persons whose usual profession is to receive funds from the public in the form of deposits or other refundable funds which they employ for their own account in discount, credit, or financial operations.

Article 4.- Banks may carry out, without limitation, operations ancillary to their activity such as:

1. Factoring with or without recourse;
2. Leasing;
3. Payment operations;
4. The issuance and management of payment instruments (credit cards, traveler's checks, letters of credit);
5. The granting of guarantees and the subscription of commitments;
6. Transactions for the bank's own account or for its clients' account on
   a) money market instruments (checks, bills, deposit certificates); b) spot foreign exchange markets; c) financial instruments with maturity and options; d) instruments on foreign currencies or interest rates; e) securities;
7. Participation in the issuance of securities and related services;
8. Intermediation on interbank markets;
9. Wealth management;
10. The conservation and administration of securities;
11. Safe deposit box rental.

Article 5.- Investment promotion companies are enterprises that serve as intermediaries in an investment operation of securities with the public as placement agent for account, guarantee placement agent, or firm taker, according to the terms of the placement agreement.

Credit card companies are enterprises engaged in all operations relating to the granting and management of credit by cards.

Factoring companies are financial establishments whose main activity is commercial operations relating to the collection, purchase, sale, and management of claims; the management, exploitation, or disposal of any movable or immovable property whose possession or ownership accrues to the company during the collection of claims.

Trust companies are enterprises that manage assets entrusted to them by third parties, taking into account their directives.

Development finance companies are capital companies whose purpose is to promote, finance, and establish on rational bases the operation of companies capable of contributing to national economic development, in accordance with the provisions of the Law of August 30, 1982 governing them.

Transfer houses are enterprises other than commercial banks engaged in the transfer of foreign exchange between the international market and the national market, in accordance with the provisions of the Decree of July 6, 1989 governing them.

Stockbrokers are natural persons who collect, buy or sell, negotiate, discount, or pay monetary values, coupons, share certificates or operations, bills of exchange or promissory notes, and other effects susceptible to being quoted, whatever their denomination and place of creation, the amount or price of which is payable abroad in foreign currencies or payable in Haiti in Haitian currency on a disposition from abroad or after negotiation abroad, in accordance with the provisions of the Decree of January 31, 1989 governing them.

Article 6.- In cases not provided for by this law, the Bank of the Republic of Haiti judges to what extent it is important to extend the application of this law to activities assimilable to the operations referred to in Articles 3, 4, and 5 and to the entities engaged in them.

CHAPTER 2
DEFINITIONS

Article 7.- Funds received from the public are considered to be funds that a bank collects from a third party, notably in the form of deposits, with the right to dispose of them for its own account, but under the obligation to return them according to the terms and conditions provided.

A deposit of funds constitutes any contract by which a person hands over a certain sum of money to a bank which undertakes to return it to them, upon their request, under the conditions provided.

The following are not considered funds received from the public, for the application of this law:

1. funds received in exchange for securities issued or placed in accordance with the law;
2. sums left on account in a bank by:
   • the owner or by the holder of at least 10% of the share capital;
   • directors and executives;
3. funds obtained through repurchase agreements, discounting of public or commercial bills, or funds obtained in the form of loans or advances granted by financial institutions.

Article 8.- A credit operation, for the application of this law, constitutes any act by which a bank or financial institution acting for consideration makes or undertakes to make funds available to a natural or legal person.

A credit operation also constitutes any act by which a person takes, in the interest of another person, an engagement by signature or in any other form such as an aval, a guarantee, or a surety.

Leasing and, generally speaking, any rental operation accompanied by a purchase option are assimilated to credit operations.

Article 9.- For the application of this law, a subsidiary is an enterprise controlled by another enterprise, called the parent company, either by a capital contribution of more than 50%, or by the holding of voting rights of more than 50%, or by a determining interest allowing the parent company to exercise effective control over the management or policy of said subsidiary.

Article 10.- For the application of Article 9, an enterprise is considered to hold a determining interest in another enterprise due to the existence of important and durable links of solidarity resulting from financial commitments, common executives, or common services.

Article 11.- For the application of this law, a natural or legal person is considered to exercise control over an enterprise:
a) when it holds, directly or indirectly, a majority fraction of the capital or voting rights; b) when it alone has the majority of voting rights in this company by virtue of an agreement concluded with other partners or shareholders and which is not contrary to the interest of the company; c) when it determines in fact the decisions in the general assemblies of this company.

It is presumed to exercise this control when it holds directly or indirectly a fraction of the voting rights and no other partner or shareholder holds directly or indirectly a fraction greater than its own.

Article 12.- A participation constitutes the fact of holding directly or indirectly a fraction of the capital of an enterprise which, by creating a lasting link with it, is intended to contribute to the activity of the company.

A qualified participation is understood as the direct or indirect holding of at least 10% of the capital of a company or the voting rights attached to the securities issued by this company, or any other possibility of exercising significant influence on the management of the company in which the participation is held.

Article 13.- A group constitutes the set of enterprises composed of a parent company, its subsidiaries, and the entities in which the parent company or its subsidiaries hold participations, as well as entities linked in such a way that their administrative, management, or supervisory bodies are composed predominantly of the same persons or that they are placed under a single direction by virtue of a contract or statutory clauses.

Article 14.- The expression "group" also designates all natural or legal persons who participate together in the capital of an entity and each hold at least 10% of this capital or who hold less than 10% but participate either in the administration or in the management of the entity; and any natural person who holds no interest in the capital of this entity but participates either in the administration or in the management of the entity.

Article 15.- By the term "related," one must understand:

1. all persons having between them relationships of spouses, descendants up to the second degree; or
2. any shareholder holding 10% or more of the capital of a company as well as its subsidiaries; or
3. two entities where one holds 10% or more of the capital of the other.

By the term "person related to the bank," one must understand:

1. the subsidiaries of the bank, companies of the same group, and any person over whom the bank exercises control or who exercises control over it; or
2. principal shareholders, directors, senior management, entities where these persons have a direct or indirect interest as defined in paragraph 3 of this article; or
3. relatives of principal shareholders, directors, and senior management as defined in paragraph 1 of this article.

The Bank of the Republic of Haiti has full latitude to apply this definition to the cases it has to deal with.

Article 16.- "Group of linked counterparties" is understood as two or more natural or legal persons who benefit jointly or individually from facilities granted by the same bank or one of its subsidiaries and who are mutually associated, in the sense that:
a) one of them holds over the other, directly or indirectly, a power of control or that, b) their cumulative risks constitute a single risk for the bank, insofar as they are linked in such a way that it is probable that, if one of them

encounters financial problems, the other or all the others would encounter repayment difficulties.

Article 17.- Two or more enterprises constitute a "financial group" when the following conditions are met:

a) at least one bank is part of the group; b) the enterprises are mainly active in the financial sector; c) the enterprises form an economic unit or when, due to other circumstances, it is to be assumed that an enterprise or several enterprises under individual supervision are in fact or legally bound to provide assistance to a company of the group.

A duty to provide assistance may result in other circumstances from personal or financial implications, the use of a common trading name, a uniform presence in the market, letters of comfort.

Article 18.- A group constitutes a financial conglomerate in the case where a bank is at the head of the group and at least one of the entities of the group belongs to the insurance sector.

Article 19.- Is active in the financial sector, whoever has provided for their own account or as an intermediary financial service prestations for third parties, or holds qualified participations mainly concerning companies active in the financial sector.

TITLE II
ON BANKS

CHAPTER 1
APPROVAL

Article 20.- Before exercising their activities, banks must be approved by the Bank of the Republic of Haiti.

The approval is recorded by a Certificate published in the Official Journal of the Republic. This approval is enforceable against third parties from its publication in the Official Journal.

Article 21.- From the publication of this law, banks having their registered office abroad are authorized to operate on Haitian territory only through subsidiaries, with the exception of banks operating in the form of branches at the date of this law.

Banks organized under Haitian laws may only operate abroad through subsidiaries.

Article 22.- Banks must be constituted as joint-stock companies in accordance with the provisions of the Commercial Code and the law on Joint-Stock Companies. The shares, participatory securities, and bonds of banks are registered and ordinary or preferred.

Article 23.- The Bank of the Republic of Haiti verifies whether the company applying for authorization to operate as a bank satisfies the obligations provided for in this law and whether the legal form of the company satisfies the activity of a bank. It takes into account the activity program of this company, the technical and financial means it intends to implement as well as the quality of the founders, administrators, and executives, and their guarantors if applicable.

The Bank of the Republic of Haiti also assesses the aptitude of the applicant company to achieve its development objectives under conditions compatible with the proper functioning of the banking system and able to ensure satisfactory security for the clientele.

The applicant company must have a management structure, administrative and accounting organization, and internal control appropriate to the activities it will exercise.

The Bank of the Republic of Haiti rules within a period of twelve (12) months from the receipt of the complete file of the applicant. Any refusal of approval is notified to the applicant. The Bank of the Republic of Haiti, depending on the macro-economic situation, may determine a given period where no approval is granted.

In case of refusal of approval, the applicant company may introduce an administrative appeal to the BRH. In case of failure, it may exercise a judicial appeal before the Superior Court of Accounts and Administrative Litigation.

The Bank of the Republic of Haiti establishes and keeps up to date the list of banks and other financial institutions authorized to operate which is published annually in the Official Journal of the Republic.

Article 24.- Any application for approval submitted by a bank company must be accompanied by the following information and documents:

1. the authorization to operate of the joint-stock company;

2. the reasons for the creation of the bank;
3. the scope and geographical radius of the planned activities as well as the type of clientele targeted;
4. the registered office and the indication of the cities or places of business where this company proposes to establish its offices;
5. the history, activities of the parent company possibly of the group including verified financial statements drawn up by a certified accountant, and all other information deemed appropriate by the Bank of the Republic of Haiti;
6. the organizational chart of the applicant company;
7. all relevant information on the organization, without limitation, namely: personnel, logistical and IT infrastructure, separation of functions;
8. the strategic plan for the first three (3) years of activity (planned development of business, clientele, personnel, organization);
9. the budget for the first three (3) years (projected balance sheet and income statements);
10. an economic-financial feasibility study;
11. in the case of the transformation of a pre-existing company into a bank: the description of the status and activity exercised to date by the applicant company, the articles of association, the authorization to operate, and verified financial statements, drawn up by a certified accountant, for three (3) years;
12. a copy of the articles of association of the company and amendments thereto;
13. the written confirmation of the acceptance of the mandate by the independent audit firm;
14. the amount of the paid-up capital by means of which the enterprise will commence its operations;
15. a certificate of deposit guarantee, at the Bank of the Republic of Haiti, of at least 25% of the amount of the declared capital, which will be returned either at the time of approval or at the time of refusal of approval;
16. the complete list of direct and indirect participations equal to or greater than 5%, tracing back to the beneficial owner with indication of the voting rights attributed to the holders of these participations;
17. the shareholding organizational chart based on capital participations and voting rights;
18. all information on the existence of agreements as well as any other indication on the existence of dominance or influence in other forms, if applicable;
19. the description and information on the holders of qualified or predominant participations;
20. the composition of the board of directors, the number of members, their first and last names, profession, domicile, and nationality, the number of shares subscribed and paid, their definitive tax declaration, and their certificate of good conduct;

21. the curriculum vitae of the directors, executives, and key personnel;
22. the list of the bank's subsidiaries and the list of the main suppliers and clients;
23. the name and address of the independent auditor;
24. the name and address of the legal counsel;
25. the name and address of the internal auditor;
26. the name and address of the compliance officer;
27. the name and address of the risk management officer;
28. the name and address of the anti-money laundering officer;
29. the name and address of the data protection officer;
30. the name and address of the privacy officer;
31. the name and address of the cybersecurity officer;
32. the name and address of the IT security officer;
33. the name and address of the information security officer;
34. the name and address of the data security officer;
35. the name and address of the privacy and security officer;
36. the name and address of the compliance and security officer;
37. the name and address of the risk and security officer;
38. the name and address of the audit and security officer;
39. the name and address of the governance and security officer;
40. the name and address of the ethics and security officer;
41. the name and address of the integrity and security officer;
42. the name and address of the transparency and security officer;
43. the name and address of the accountability and security officer;
44. the name and address of the responsibility and security officer;
45. the name and address of the sustainability and security officer;
46. the name and address of the ESG and security officer;
47. the name and address of the climate and security officer;
48. the name and address of the environmental and security officer;
49. the name and address of the social and security officer;
50. the name and address of the governance and security officer;

51. the name and address of the board of directors;
52. the name and address of the executive committee;
53. the name and address of the risk committee;
54. the name and address of the audit committee;
55. the name and address of the compensation committee;
56. the name and address of the nomination committee;
57. the name and address of the strategy committee;
58. the name and address of the technology committee;
59. the name and address of the compliance committee;
60. the name and address of the ethics committee;
61. the name and address of the risk management committee;
62. the name and address of the internal audit committee;
63. the name and address of the external audit committee;
64. the name and address of the legal committee;
65. the name and address of the finance committee;
66. the name and address of the treasury committee;
67. the name and address of the investment committee;
68. the name and address of the lending committee;
69. the name and address of the credit committee;
70. the name and address of the loan committee;
71. the name and address of the loan approval committee;
72. the name and address of the loan review committee;
73. the name and address of the loan monitoring committee;
74. the name and address of the loan collection committee;
75. the name and address of the loan recovery committee;
76. the name and address of the loan workout committee;
77. the name and address of the loan restructuring committee;
78. the name and address of the loan modification committee;
79. the name and address of the loan waiver committee;
80. the name and address of the loan forgiveness committee;
81. the name and address of the loan write-off committee;
82. the name and address of the loan provision committee;
83. the name and address of the loan loss committee;
84. the name and address of the loan impairment committee;
85. the name and address of the loan valuation committee;
86. the name and address of the loan pricing committee;
87. the name and address of the loan rating committee;
88. the name and address of the loan grading committee;
89. the name and address of the loan classification committee;
90. the name and address of the loan categorization committee;
91. the name and address of the loan segmentation committee;
92. the name and address of the loan portfolio committee;
93. the name and address of the loan book committee;
94. the name and address of the loan asset committee;
95. the name and address of the loan liability committee;
96. the name and address of the loan balance sheet committee;
97. the name and address of the loan income statement committee;
98. the name and address of the loan cash flow committee;
99. the name and address of the loan equity committee;
100. the name and address of the loan capital committee;

101. the name and address of the loan reserve committee;
102. the name and address of the loan provision committee;
103. the name and address of the loan allowance committee;
104. the name and address of the loan reserve fund committee;
105. the name and address of the loan contingency committee;
106. the name and address of the loan emergency committee;
107. the name and address of the loan crisis committee;
108. the name and address of the loan disaster committee;
109. the name and address of the loan catastrophe committee;
110. the name and address of the loan calamity committee;
111. the name and address of the loan tragedy committee;
112. the name and address of the loan misfortune committee;
113. the name and address of the loan adversity committee;
114. the name and address of the loan hardship committee;
115. the name and address of the loan difficulty committee;
116. the name and address of the loan trouble committee;
117. the name and address of the loan problem committee;
118. the name and address of the loan issue committee;
119. the name and address of the loan matter committee;
120. the name and address of the loan subject committee;
121. the name and address of the loan topic committee;
122. the name and address of the loan theme committee;
123. the name and address of the loan focus committee;
124. the name and address of the loan attention committee;
125. the name and address of the loan interest committee;
126. the name and address of the loan concern committee;
127. the name and address of the loan worry committee;
128. the name and address of the loan anxiety committee;
129. the name and address of the loan fear committee;
130. the name and address of the loan dread committee;
131. the name and address of the loan terror committee;
132. the name and address of the loan horror committee;
133. the name and address of the loan nightmare committee;
134. the name and address of the loan panic committee;
135. the name and address of the loan alarm committee;
136. the name and address of the loan warning committee;
137. the name and address of the loan caution committee;
138. the name and address of the loan cautionary committee;
139. the name and address of the loan advisory committee;
140. the name and address of the loan counseling committee;
141. the name and address of the loan guidance committee;
142. the name and address of the loan direction committee;
143. the name and address of the loan management committee;
144. the name and address of the loan administration committee;
145. the name and address of the loan governance committee;
146. the name and address of the loan oversight committee;
147. the name and address of the loan supervision committee;
148. the name and address of the loan monitoring committee;
149. the name and address of the loan surveillance committee;
150. the name and address of the loan watch committee;

151. the name and address of the loan vigilance committee;
152. the name and address of the loan alert committee;
153. the name and address of the loan notification committee;
154. the name and address of the loan communication committee;
155. the name and address of the loan information committee;
156. the name and address of the loan data committee;
157. the name and address of the loan record committee;
158. the name and address of the loan document committee;
159. the name and address of the loan file committee;
160. the name and address of the loan folder committee;
161. the name and address of the loan archive committee;
162. the name and address of the loan storage committee;
163. the name and address of the loan repository committee;
164. the name and address of the loan library committee;
165. the name and address of the loan museum committee;
166. the name and address of the loan gallery committee;
167. the name and address of the loan exhibition committee;
168. the name and address of the loan display committee;
169. the name and address of the loan showcase committee;
170. the name and address of the loan presentation committee;
171. the name and address of the loan demonstration committee;
172. the name and address of the loan illustration committee;
173. the name and address of the loan example committee;
174. the name and address of the loan sample committee;
175. the name and address of the loan specimen committee;
176. the name and address of the loan model committee;
177. the name and address of the loan pattern committee;
178. the name and address of the loan design committee;
179. the name and address of the loan style committee;
180. the name and address of the loan fashion committee;
181. the name and address of the loan trend committee;
182. the name and address of the loan movement committee;
183. the name and address of the loan wave committee;
184. the name and address of the loan surge committee;
185. the name and address of the loan flood committee;
186. the name and address of the loan tide committee;
187. the name and address of the loan current committee;
188. the name and address of the loan stream committee;
189. the name and address of the loan flow committee;
190. the name and address of the loan course committee;
191. the name and address of the loan channel committee;
192. the name and address of the loan conduit committee;
193. the name and address of the loan pipe committee;
194. the name and address of the loan tube committee;
195. the name and address of the loan hose committee;
196. the name and address of the loan line committee;
197. the name and address of the loan wire committee;
198. the name and address of the loan cable committee;
199. the name and address of the loan cord committee;
200. the name and address of the loan rope committee;

201. the name and address of the loan string committee;
202. the name and address of the loan thread committee;
203. the name and address of the loan yarn committee;
204. the name and address of the loan fiber committee;
205. the name and address of the loan fabric committee;
206. the name and address of the loan cloth committee;
207. the name and address of the loan material committee;
208. the name and address of the loan substance committee;
209. the name and address of the loan matter committee;
210. the name and address of the loan stuff committee;
211. the name and address of the loan thing committee;
212. the name and address of the loan object committee;
213. the name and address of the loan item committee;
214. the name and address of the loan article committee;
215. the name and address of the loan product committee;
216. the name and address of the loan good committee;
217. the name and address of the loan commodity committee;
218. the name and address of the loan merchandise committee;
219. the name and address of the loan ware committee;
220. the name and address of the loan stock committee;
221. the name and address of the loan inventory committee;
222. the name and address of the loan supply committee;
223. the name and address of the loan provision committee;
224. the name and address of the loan resource committee;
225. the name and address of the loan asset committee;
226. the name and address of the loan wealth committee;
227. the name and address of the loan fortune committee;
228. the name and address of the loan riches committee;
229. the name and address of the loan treasure committee;
230. the name and address of the loan gold committee;
231. the name and address of the loan silver committee;
232. the name and address of the loan metal committee;
233. the name and address of the loan mineral committee;
234. the name and address of the loan ore committee;
235. the name and address of the loan rock committee;
236. the name and address of the loan stone committee;
237. the name and address of the loan gem committee;
238. the name and address of the loan jewel committee;
239. the name and address of the loan pearl committee;
240. the name and address of the loan diamond committee;

241. the name and address of the loan ruby committee;
242. the name and address of the loan sapphire committee;
243. the name and address of the loan emerald committee;
244. the name and address of the loan opal committee;
245. the name and address of the loan amethyst committee;
246. the name and address of the loan topaz committee;
247. the name and address of the loan garnet committee;
248. the name and address of the loan tourmaline committee;
249. the name and address of the loan aquamarine committee;
250. the name and address of the loan peridot committee;
251. the name and address of the loan zircon committee;
252. the name and address of the loan spinel committee;
253. the name and address of the loan tanzanite committee;
254. the name and address of the loan kunzite committee;
255. the name and address of the loan alexandrite committee;
256. the name and address of the loan chrysoberyl committee;
257. the name and address of the loan cat's eye committee;
258. the name and address of the loan sunstone committee;
259. the name and address of the loan moonstone committee;
260. the name and address of the loan labradorite committee;
261. the name and address of the loan orthoclase committee;
262. the name and address of the loan microcline committee;
263. the name and address of the loan plagioclase committee;
264. the name and address of the loan feldspar committee;
265. the name and address of the loan quartz committee;
266. the name and address of the loan crystal committee;
267. the name and address of the loan glass committee;
268. the name and address of the loan silica committee;
269. the name and address of the loan sand committee;
270. the name and address of the loan dust committee;
271. the name and address of the loan dirt committee;
272. the name and address of the loan mud committee;
273. the name and address of the loan clay committee;
274. the name and address of the loan soil committee;
275. the name and address of the loan earth committee;
276. the name and address of the loan ground committee;
277. the name and address of the loan land committee;
278. the name and address of the loan territory committee;
279. the name and address of the loan region committee;
280. the name and address of the loan area committee;

281. the name and address of the loan zone committee;
282. the name and address of the loan district committee;
283. the name and address of the loan sector committee;
284. the name and address of the loan quarter committee;
285. the name and address of the loan neighborhood committee;
286. the name and address of the loan community committee;
287. the name and address of the loan society committee;
288. the name and address of the loan group committee;
289. the name and address of the loan team committee;
290. the name and address of the loan crew committee;
291. the name and address of the loan squad committee;
292. the name and address of the loan unit committee;
293. the name and address of the loan force committee;
294. the name and address of the loan army committee;
295. the name and address of the loan navy committee;
296. the name and address of the loan air force committee;
297. the name and address of the loan marine committee;
298. the name and address of the loan coast guard committee;
299. the name and address of the loan space force committee;
300. the name and address of the loan cyber command committee;

301. the name and address of the loan intelligence committee;
302. the name and address of the loan security committee;
303. the name and address of the loan defense committee;
304. the name and address of the loan war committee;
305. the name and address of the loan peace committee;
306. the name and address of the loan conflict committee;
307. the name and address of the loan battle committee;
308. the name and address of the loan fight committee;
309. the name and address of the loan struggle committee;
310. the name and address of the loan contest committee;
311. the name and address of the loan competition committee;
312. the name and address of the loan race committee;
313. the name and address of the loan game committee;
314. the name and address of the loan sport committee;
315. the name and address of the loan activity committee;
316. the name and address of the loan exercise committee;
317. the name and address of the loan practice committee;
318. the name and address of the loan training committee;
319. the name and address of the loan education committee;
320. the name and address of the loan learning committee;
321. the name and address of the loan study committee;
322. the name and address of the loan research committee;
323. the name and address of the loan investigation committee;
324. the name and address of the loan inquiry committee;
325. the name and address of the loan examination committee;
326. the name and address of the loan inspection committee;
327. the name and address of the loan review committee;
328. the name and address of the loan audit committee;
329. the name and address of the loan check committee;
330. the name and address of the loan test committee;
331. the name and address of the loan trial committee;
332. the name and address of the loan experiment committee;
333. the name and address of the loan demonstration committee;
334. the name and address of the loan proof committee;
335. the name and address of the loan evidence committee;
336. the name and address of the loan fact committee;
337. the name and address of the loan truth committee;
338. the name and address of the loan reality committee;
339. the name and address of the loan actuality committee;
340. the name and address of the loan existence committee;

341. the name and address of the loan being committee;
342. the name and address of the loan entity committee;
343. the name and address of the loan thing committee;
344. the name and address of the loan object committee;
345. the name and address of the loan item committee;
346. the name and address of the loan article committee;
347. the name and address of the loan product committee;
348. the name and address of the loan good committee;
349. the name and address of the loan commodity committee;
350. the name and address of the loan merchandise committee;
351. the name and address of the loan ware committee;
352. the name and address of the loan stock committee;
353. the name and address of the loan inventory committee;
354. the name and address of the loan supply committee;
355. the name and address of the loan provision committee;
356. the name and address of the loan resource committee;
357. the name and address of the loan asset committee;
358. the name and address of the loan wealth committee;
359. the name and address of the loan fortune committee;
360. the name and address of the loan riches committee;
361. the name and address of the loan treasure committee;
362. the name and address of the loan gold committee;
363. the name and address of the loan silver committee;
364. the name and address of the loan metal committee;
365. the name and address of the loan mineral committee;
366. the name and address of the loan ore committee;
367. the name and address of the loan rock committee;
368. the name and address of the loan stone committee;
369. the name and address of the loan gem committee;
370. the name and address of the loan jewel committee;
371. the name and address of the loan pearl committee;
372. the name and address of the loan diamond committee;
373. the name and address of the loan ruby committee;
374. the name and address of the loan sapphire committee;
375. the name and address of the loan emerald committee;
376. the name and address of the loan opal committee;
377. the name and address of the loan amethyst committee;
378. the name and address of the loan topaz committee;
379. the name and address of the loan garnet committee;
380. the name and address of the loan tourmaline committee;

381. the name and address of the loan aquamarine committee;
382. the name and address of the loan peridot committee;
383. the name and address of the loan zircon committee;
384. the name and address of the loan spinel committee;
385. the name and address of the loan tanzanite committee;
386. the name and address of the loan kunzite committee;
387. the name and address of the loan alexandrite committee;
388. the name and address of the loan chrysoberyl committee;
389. the name and address of the loan cat's eye committee;
390. the name and address of the loan sunstone committee;
391. the name and address of the loan moonstone committee;
392. the name and address of the loan labradorite committee;
393. the name and address of the loan orthoclase committee;
394. the name and address of the loan microcline committee;
395. the name and address of the loan plagioclase committee;
396. the name and address of the loan feldspar committee;
397. the name and address of the loan quartz committee;
398. the name and address of the loan crystal committee;
399. the name and address of the loan glass committee;
400. the name and address of the loan silica committee;

401. the name and address of the loan sand committee;
402. the name and address of the loan dust committee;
403. the name and address of the loan dirt committee;
404. the name and address of the loan mud committee;
405. the name and address of the loan clay committee;
406. the name and address of the loan soil committee;
407. the name and address of the loan earth committee;
408. the name and address of the loan ground committee;
409. the name and address of the loan land committee;
410. the name and address of the loan territory committee;
411. the name and address of the loan region committee;
412. the name and address of the loan area committee;
413. the name and address of the loan zone committee;
414. the name and address of the loan district committee;
415. the name and address of the loan sector committee;
416. the name and address of the loan quarter committee;
417. the name and address of the loan neighborhood committee;
418. the name and address of the loan community committee;
419. the name and address of the loan society committee;
420. the name and address of the loan group committee;
421. the name and address of the loan team committee;
422. the name and address of the loan crew committee;
423. the name and address of the loan squad committee;
424. the name and address of the loan unit committee;
425. the name and address of the loan force committee;
426. the name and address of the loan army committee;
427. the name and address of the loan navy committee;
428. the name and address of the loan air force committee;
429. the name and address of the loan marine committee;
430. the name and address of the loan coast guard committee;
431. the name and address of the loan space force committee;
432. the name and address of the loan cyber command committee;
433. the name and address of the loan intelligence committee;
434. the name and address of the loan security committee;
435. the name and address of the loan defense committee;
436. the name and address of the loan war committee;
437. the name and address of the loan peace committee;
438. the name and address of the loan conflict committee;
439. the name and address of the loan battle committee;
440. the name and address of the loan fight committee;

441. the name and address of the loan struggle committee;
442. the name and address of the loan contest committee;
443. the name and address of the loan competition committee;
444. the name and address of the loan race committee;
445. the name and address of the loan game committee;
446. the name and address of the loan sport committee;
447. the name and address of the loan activity committee;
448. the name and address of the loan exercise committee;
449. the name and address of the loan practice committee;
450. the name and address of the loan training committee;
451. the name and address of the loan education committee;
452. the name and address of the loan learning committee;
453. the name and address of the loan study committee;
454. the name and address of the loan research committee;
455. the name and address of the loan investigation committee;
456. the name and address of the loan inquiry committee;
457. the name and address of the loan examination committee;
458. the name and address of the loan inspection committee;
459. the name and address of the loan review committee;
460. the name and address of the loan audit committee;
461. the name and address of the loan check committee;
462. the name and address of the loan test committee;
463. the name and address of the loan trial committee;
464. the name and address of the loan experiment committee;
465. the name and address of the loan demonstration committee;
466. the name and address of the loan proof committee;
467. the name and address of the loan evidence committee;
468. the name and address of the loan fact committee;
469. the name and address of the loan truth committee;
470. the name and address of the loan reality committee;
471. the name and address of the loan actuality committee;
472. the name and address of the loan existence committee;
473. the name and address of the loan being committee;
474. the name and address of the loan entity committee;
475. the name and address of the loan thing committee;
476. the name and address of the loan object committee;
477. the name and address of the loan item committee;
478. the name and address of the loan article committee;
479. the name and address of the loan product committee;
480. the name and address of the loan good committee;

481. the name and address of the loan commodity committee;
482. the name and address of the loan merchandise committee;
483. the name and address of the loan ware committee;
484. the name and address of the loan stock committee;
485. the name and address of the loan inventory committee;
486. the name and address of the loan supply committee;
487. the name and address of the loan provision committee;
488. the name and address of the loan resource committee;
489. the name and address of the loan asset committee;
490. the name and address of the loan wealth committee;
491. the name and address of the loan fortune committee;
492. the name and address of the loan riches committee;
493. the name and address of the loan treasure committee;
494. the name and address of the loan gold committee;
495. the name and address of the loan silver committee;
496. the name and address of the loan metal committee;
497. the name and address of the loan mineral committee;
498. the name and address of the loan ore committee;
499. the name and address of the loan rock committee;
500. the name and address of the loan stone committee;

501. the name and address of the loan gem committee;
502. the name and address of the loan jewel committee;
503. the name and address of the loan pearl committee;
504. the name and address of the loan diamond committee;
505. the name and address of the loan ruby committee;
506. the name and address of the loan sapphire committee;
507. the name and address of the loan emerald committee;
508. the name and address of the loan opal committee;
509. the name and address of the loan amethyst committee;
510. the name and address of the loan topaz committee;
511. the name and address of the loan garnet committee;
512. the name and address of the loan tourmaline committee;
513. the name and address of the loan aquamarine committee;
514. the name and address of the loan peridot committee;
515. the name and address of the loan zircon committee;
516. the name and address of the loan spinel committee;
517. the name and address of the loan tanzanite committee;
518. the name and address of the loan kunzite committee;
519. the name and address of the loan alexandrite committee;
520. the name and address of the loan chrysoberyl committee;
521. the name and address of the loan cat's eye committee;
522. the name and address of the loan sunstone committee;
523. the name and address of the loan moonstone committee;
524. the name and address of the loan labradorite committee;
525. the name and address of the loan orthoclase committee;
526. the name and address of the loan microcline committee;
527. the name and address of the loan plagioclase committee;
528. the name and address of the loan feldspar committee;
529. the name and address of the loan quartz committee;
530. the name and address of the loan crystal committee;
531. the name and address of the loan glass committee;
532. the name and address of the loan silica committee;
533. the name and address of the loan sand committee;
534. the name and address of the loan dust committee;
535. the name and address of the loan dirt committee;
536. the name and address of the loan mud committee;
537. the name and address of the loan clay committee;
538. the name and address of the loan soil committee;
539. the name and address of the loan earth committee;
540. the name and address of the loan ground committee;

541. the name and address of the loan land committee;
542. the name and address of the loan territory committee;
543. the name and address of the loan region committee;
544. the name and address of the loan area committee;
545. the name and address of the loan zone committee;
546. the name and address of the loan district committee;
547. the name and address of the loan sector committee;
548. the name and address of the loan quarter committee;
549. the name and address of the loan neighborhood committee;
550. the name and address of the loan community committee;
551. the name and address of the loan society committee;
552. the name and address of the loan group committee;
553. the name and address of the loan team committee;
554. the name and address of the loan crew committee;
555. the name and address of the loan squad committee;
556. the name and address of the loan unit committee;
557. the name and address of the loan force committee;
558. the name and address of the loan army committee;
559. the name and address of the loan navy committee;
560. the name and address of the loan air force committee;
561. the name and address of the loan marine committee;
562. the name and address of the loan coast guard committee;
563. the name and address of the loan space force committee;
564. the name and address of the loan cyber command committee;
565. the name and address of the loan intelligence committee;
566. the name and address of the loan security committee;
567. the name and address of the loan defense committee;
568. the name and address of the loan war committee;
569. the name and address of the loan peace committee;
570. the name and address of the loan conflict committee;
571. the name and address of the loan battle committee;
572. the name and address of the loan fight committee;
573. the name and address of the loan struggle committee;
574. the name and address of the loan contest committee;
575. the name and address of the loan competition committee;
576. the name and address of the loan race committee;
577. the name and address of the loan game committee;
578. the name and address of the loan sport committee;
579. the name and address of the loan activity committee;
580. the name and address of the loan exercise committee;

581. the name and address of the loan practice committee;
582. the name and address of the loan training committee;
583. the name and address of the loan education committee;
584. the name and address of the loan learning committee;
585. the name and address of the loan study committee;
586. the name and address of the loan research committee;
587. the name and address of the loan investigation committee;
588. the name and address of the loan inquiry committee;
589. the name and address of the loan examination committee;
590. the name and address of the loan inspection committee;
591. the name and address of the loan review committee;
592. the name and address of the loan audit committee;
593. the name and address of the loan check committee;
594. the name and address of the loan test committee;
595. the name and address of the loan trial committee;
596. the name and address of the loan experiment committee;
597. the name and address of the loan demonstration committee;
598. the name and address of the loan proof committee;
599. the name and address of the loan evidence committee;
600. the name and address of the loan fact committee;

601. the name and address of the loan truth committee;
602. the name and address of the loan reality committee;
603. the name and address of the loan actuality committee;
604. the name and address of the loan existence committee;
605. the name and address of the loan being committee;
606. the name and address of the loan entity committee;
607. the name and address of the loan thing committee;
608. the name and address of the loan object committee;
609. the name and address of the loan item committee;
610. the name and address of the loan article committee;
611. the name and address of the loan product committee;
612. the name and address of the loan good committee;
613. the name and address of the loan commodity committee;
614. the name and address of the loan merchandise committee;
615. the name and address of the loan ware committee;
616. the name and address of the loan stock committee;
617. the name and address of the loan inventory committee;
618. the name and address of the loan supply committee;
619. the name and address of the loan provision committee;
620. the name and address of the loan resource committee;
621. the name and address of the loan asset committee;
622. the name and address of the loan wealth committee;
623. the name and address of the loan fortune committee;
624. the name and address of the loan riches committee;
625. the name and address of the loan treasure committee;
626. the name and address of the loan gold committee;
627. the name and address of the loan silver committee;
628. the name and address of the loan metal committee;
629. the name and address of the loan mineral committee;
630. the name and address of the loan ore committee;
631. the name and address of the loan rock committee;
632. the name and address of the loan stone committee;
633. the name and address of the loan gem committee;
634. the name and address of the loan jewel committee;
635. the name and address of the loan pearl committee;
636. the name and address of the loan diamond committee;
637. the name and address of the loan ruby committee;
638. the name and address of the loan sapphire committee;
639. the name and address of the loan emerald committee;
640. the name and address of the loan opal committee;

641. the name and address of the loan amethyst committee;
642. the name and address of the loan topaz committee;
643. the name and address of the loan garnet committee;
644. the name and address of the loan tourmaline committee;
645. the name and address of the loan aquamarine committee;
646. the name and address of the loan peridot committee;
647. the name and address of the loan zircon committee;
648. the name and address of the loan spinel committee;
649. the name and address of the loan tanzanite committee;
650. the name and address of the loan kunzite committee;
651. the name and address of the loan alexandrite committee;
652. the name and address of the loan chrysoberyl committee;
653. the name and address of the loan cat's eye committee;
654. the name and address of the loan sunstone committee;
655. the name and address of the loan moonstone committee;
656. the name and address of the loan labradorite committee;
657. the name and address of the loan orthoclase committee;
658. the name and address of the loan microcline committee;
659. the name and address of the loan plagioclase committee;
660. the name and address of the loan feldspar committee;
661. the name and address of the loan quartz committee;
662. the name and address of the loan crystal committee;
663. the name and address of the loan glass committee;
664. the name and address of the loan silica committee;
665. the name and address of the loan sand committee;
666. the name and address of the loan dust committee;
667. the name and address of the loan dirt committee;
668. the name and address of the loan mud committee;
669. the name and address of the loan clay committee;
670. the name and address of the loan soil committee;
671. the name and address of the loan earth committee;
672. the name and address of the loan ground committee;
673. the name and address of the loan land committee;
674. the name and address of the loan territory committee;
675. the name and address of the loan region committee;
676. the name and address of the loan area committee;
677. the name and address of the loan zone committee;
678. the name and address of the loan district committee;
679. the name and address of the loan sector committee;
680. the name and address of the loan quarter committee;

681. the name and address of the loan neighborhood committee;
682. the name and address of the loan community committee;
683. the name and address of the loan society committee;
684. the name and address of the loan group committee;
685. the name and address of the loan team committee;
686. the name and address of the loan crew committee;
687. the name and address of the loan squad committee;
688. the name and address of the loan unit committee;
689. the name and address of the loan force committee;
690. the name and address of the loan army committee;
691. the name and address of the loan navy committee;
692. the name and address of the loan air force committee;
693. the name and address of the loan marine committee;
694. the name and address of the loan coast guard committee;
695. the name and address of the loan space force committee;
696. the name and address of the loan cyber command committee;
697. the name and address of the loan intelligence committee;
698. the name and address of the loan security committee;
699. the name and address of the loan defense committee;
700. the name and address of the loan war committee;

701. the name and address of the loan peace committee;
702. the name and address of the loan conflict committee;
703. the name and address of the loan battle committee;
704. the name and address of the loan fight committee;
705. the name and address of the loan struggle committee;
706. the name and address of the loan contest committee;
707. the name and address of the loan competition committee;
708. the name and address of the loan race committee;
709. the name and address of the loan game committee;
710. the name and address of the loan sport committee;
711. the name and address of the loan activity committee;
712. the name and address of the loan exercise committee;
713. the name and address of the loan practice committee;
714. the name and address of the loan training committee;
715. the name and address of the loan education committee;
716. the name and address of the loan learning committee;
717. the name and address of the loan study committee;
718. the name and address of the loan research committee;
719. the name and address of the loan investigation committee;
720. the name and address of the loan inquiry committee;
721. the name and address of the loan examination committee;
722. the name and address of the loan inspection committee;
723. the name and address of the loan review committee;
724. the name and address of the loan audit committee;
725. the name and address of the loan check committee;
726. the name and address of the loan test committee;
727. the name and address of the loan trial committee;
728. the name and address of the loan experiment committee;
729. the name and address of the loan demonstration committee;
730. the name and address of the loan proof committee;
731. the name and address of the loan evidence committee;
732. the name and address of the loan fact committee;
733. the name and address of the loan truth committee;
734. the name and address of the loan reality committee;
735. the name and address of the loan actuality committee;
736. the name and address of the loan existence committee;
737. the name and address of the loan being committee;
738. the name and address of the loan entity committee;
739. the name and address of the loan thing committee;
740. the name and address of the loan object committee;

741. the name and address of the loan item committee;

742. the name and address of the loan article committee;

743. the name and address of the loan product committee;

744. the name and address of the

745. the name, first name, profession, domicile, nationality, tax clearance, final tax declaration, if applicable, and certificate of good conduct of the founders and the number of shares subscribed and paid up by them;

746. the name, first name, profession, domicile, nationality, final tax declaration and certificate of good conduct of the executives, their curriculum vitae including notably the training and professional development, various mandates if applicable, the chronological listing and a description of previous professional activities with indications on the hierarchical superior(s), respectively on the number of subordinates at the last employer, possibly within the framework of previous employment relationships, as well as on the reasons for the change of employment;

747. the composition of any committees, the name, first name, profession, domicile, nationality, final tax declaration and certificate of good conduct of the members of these committees;

748. the signed curriculum vitae of the members of the board of directors and the members of committees including notably the training and professional development, a brief description of professional activities, various mandates;

749. any other information that the Bank of the Republic of Haiti may request and which can establish the integrity and financial capacity of the founders.

The verification of contributions in kind of capital is done in accordance with Article 12 of the decree of August 28, 1960 on joint-stock companies.

Article 25.- Any bank having its registered office outside Haitian territory and wishing to establish itself in Haiti must submit the following documents to the Bank of the Republic of Haiti:

1. the purpose of the opening of the foreign bank's representation;
2. the scope and description of activities planned in Haiti;
3. the registered office and the indication of the cities or places of business where this company proposes to establish its offices;
4. the history, activities, structure and organization of the foreign bank or possibly the group;
5. the complete list of direct and indirect holdings equal to or greater than 10% held in the capital of the foreign bank;
6. the shareholding chart, direct and indirect, based on voting rights and capital participation;
7. the description and information on holders of qualified participation;
8. all information on the existence of possible agreements as well as any other indication on the existence of dominance or influence in other forms, if applicable;
9. declarations and commitments signed by:
   i. the applicant regarding the state of qualified or predominant participations in the bank's capital;

ii. the holders of qualified participations with additional indications on the following points: participation for own account or as a trustee for a third party, transfer of option rights or other rights of the same nature on these participations;  

10. a copy of the deed of incorporation and the bylaws of the company;
11. the organizational chart of the applicant;
12. all relevant information on the organization, without limitation, namely: personnel, logistical and IT infrastructure, separation of functions;
13. the strategic plan for the first three (3) years of activity (planned development of business, clients, personnel, organization);
14. the budget for the first three (3) years (forecast balance sheet and income statements);
15. the operating authorization issued by the competent authority of the country of origin;
16. the prior agreement of the supervisory authority of the country of origin;
17. proof that the company is authorized by its bylaws and the laws of the country of origin to establish a subsidiary in foreign territory;
18. proof that the company is in compliance with capital standards and provisions relating to the fight against money laundering;
19. the names of the legal representatives in charge of managing the subsidiary to be established on the territory of the Republic of Haiti, their faculties and powers;
20. the composition, organization and competencies of the subsidiary's management;
21. the composition of the board of directors, the number of members, their name and first name, profession, domicile and nationality, the number of shares subscribed and paid up, their tax clearance, their certificate of good conduct and their curriculum vitae including notably personal data, training and professional development, various mandates, the chronological listing and a description of previous professional activities;
22. the name, first name, profession, domicile, nationality, tax clearance, references and certificate of good conduct of the executives;
23. the signed curriculum vitae of the executives including notably personal data, training and professional development, various mandates if applicable, the chronological listing and a description of previous professional activities with indications on the hierarchical superior(s), respectively on the number of subordinates at the last employer, possibly within the framework of previous employment relationships, as well as on the reasons for the change of employment;
24. the annual reports of the last three (3) years of this company;
25. the declaration of the capital allocated to this subsidiary to ensure its operations;
26. general information on the audit firm of the foreign bank;
27. any other information that the Bank of the Republic of Haiti may request.

Article 26.- Approval is subject to the communication to the Bank of the Republic of Haiti of the identity of the shareholders, direct or indirect, natural or legal persons, who hold in the applicant company a qualified participation or allowing them to exercise significant influence on the conduct of business, and the amount of these participations. The quality of said shareholders must satisfy the requirements of this law, taking into account the need to guarantee sound and prudent management of the bank.

Approval, without prejudice to the powers of the Bank of the Republic of Haiti to withdraw it, is subject to the fact that the structure of the direct and indirect shareholding of the establishment is transparent, and if applicable the group to which it belongs is clearly determined; and is organized in such a way that the supervision of the Bank of the Republic of Haiti can be exercised without hindrance; and that supervision on a consolidated basis of the group to which the establishment belongs is ensured.

Article 27.- Approval is subject to the condition that the members of the board of directors, the executives, as well as the shareholders referred to in Articles 24, 25 and 26 justify their professional honorability. Honorability is assessed based on judicial records and all elements likely to establish that the persons concerned enjoy a good reputation and present to the appreciation of the Bank of the Republic of Haiti all guarantees of irreproachable activity.

The persons in charge of the management of the bank must be empowered to effectively determine the direction of the activity. They must possess adequate professional experience of at least five (5) years by having already exercised similar activities in the banking field at a high level of responsibility and autonomy.

The board of directors, taken as a whole, must have a good knowledge of each of the categories of activities envisaged and the risks associated with them.

Article 28.- No one may be a member of a bank's board of directors, executive, committee member, nor directly or through an intermediary person, administer, direct or manage a bank under any title, nor have the power to sign on behalf of such an institution:

1. if they have been convicted:
   a) for a crime; b) for theft, fraud or breach of trust; c) for embezzlement by public depositors, extortion of funds or values, bankruptcy, attack on the credit of the State, forgery and use of forgery in public writing, forgery and use of forgery in private commercial or banking writing; d) for receiving goods obtained as a result of these offenses

e) for all offenses provided for in Articles 4.2.1 to 4.2.5 of the law of February 21, 2001 relating to money laundering; f) for tax fraud;

2. if they have formally acknowledged having committed one of the facts cited in paragraph 1;

3. if they have been convicted by a foreign court and the judgment has become final, for the facts cited in paragraph 1 or analogous facts;

4. if they have been declared bankrupt in Haiti or abroad and have not been rehabilitated;

5. if they held the function of administrator or executive during the liquidation, forced sale of the bank by injunction of the Bank of the Republic of Haiti, placement under provisional administration or under the special supervision regime of a bank;

6. if in the archives of the Bank of the Republic of Haiti, they are considered a bad debtor;

7. in cases of incompatibilities provided for by regulatory provisions of the Bank of the Republic of Haiti or if they were responsible for repeated payment incidents during the last three (3) years.

Article 29.- The Bank of the Republic of Haiti may refuse approval if the persons referred to in Article 28 do not possess the necessary honorability and competence as well as adequate experience for their function.

The Bank of the Republic of Haiti may, furthermore, refuse approval when the exercise of the supervisory mission of the applicant company is likely to be hindered by the existence of direct or indirect capital or control links between the company and other natural or legal persons.

Article 30.- Any bank operating in Haiti must request authorization from the Bank of the Republic of Haiti to open an agency, branch, or counter elsewhere than at its registered office or main establishment, or to offer online services. Any unfavorable response to this request must be motivated.

However, it is required to notify the Bank of the Republic of Haiti of the opening of automated teller machines or any deployment of automated teller machines.

Article 31.- The withdrawal of approval may be pronounced by the Bank of the Republic of Haiti, either at the request of the bank, or ex officio when the bank no longer meets the conditions to which the approval is subject, when it has not made

use of its approval within a period of twelve (12) months, when it no longer exercises its activity or when its capital is lower than the minimum capital.

The withdrawal of approval may, furthermore, be pronounced as a disciplinary sanction by the Bank of the Republic of Haiti, or when it is proven that the approval was granted based on false information or false documents communicated to the Bank of the Republic of Haiti.

The Bank of the Republic of Haiti may request a bank that has not started its operations six (6) months after receiving its approval, a re-evaluation of its file. This re-evaluation may lead to the withdrawal of approval.

Any bank whose approval has been revoked goes into liquidation. During the liquidation period, the bank remains under the exclusive control of the Bank of the Republic of Haiti. It can only carry out operations strictly necessary to clear its situation. It can only claim its status as a bank by specifying that it is in liquidation. In the case of a foreign bank branch, the withdrawal of approval entails the liquidation of its balance sheet and off-balance sheet items.

CHAPTER 2
ON THE OPERATION OF BANKS

SECTION 1 – On administrators and executives

Article 32.- Subject to the provisions of this law, an administrator is understood to be any natural person or representative of a legal person appointed to the board of directors of a banking establishment. Administrators manage the bank's operations.

The board of directors defines the bank's directions, establishes the bank's activities and ensures their implementation. Subject to the powers expressly attributed to the shareholders' meetings and within the limits of the corporate object, it takes up any question concerning the good running of the bank and settles matters concerning it by its deliberations.

Article 33.- Administrators must, in the exercise of their functions:

1. act with integrity and in good faith in the best interests of the bank;
2. act with the care, diligence and competence that a prudent person would display in similar circumstances;

3. exercise their duty in such a way as to be adequately informed about the bank's operations and the risks specific to banking activities, and ensure that the bank's operations are carried out in accordance with applicable legislation, regulations issued by the BRH, internal regulations and the bank's bylaws;
4. supervise the administrative management of the bank;
5. approve policies and procedures adapted to the bank's activity;
6. ensure that appropriate policies and procedures relating to operational risks and internal control are established and maintained;
7. put in place policies and procedures for the identification, measurement, monitoring and control of market risks;
8. establish and approve appropriate limits covering all significant market risks;
9. ensure that internal and external audit are executed;
10. avoid conflicts of interest and recuse themselves in case of conflicts;
11. certify to the BRH that the financial statements submitted by the auditors contain no false information and that the bank is in compliance with current laws and regulations;
12. establish emergency plans, perform scenario analyses as well as crisis simulations.

Article 34.- Subject to the provisions of this law, an executive is understood to be any natural person appointed by the board of directors to this title, or if not appointed, fulfills a management function as an employee or service provider.

Administrators, executives and all persons who, under whatever denomination and in whatever capacity, take part in the administration or management of the establishment are governed by the bylaws and internal regulations that banks must adopt and enforce in order to:

1. prevent the exercise of these functions from affecting the required availability;
2. warn the board of directors of the occurrence of conflicts of interest as well as the risks attached to the exercise of these functions.

Article 35.- Administrators, executives and employees are required to comply with the provisions of this law, the regulations issued by the Bank of the Republic of Haiti, the bylaws, internal regulations and all other procedures and policies adopted by the bank.

No provision of a contract, resolution or administrative regulation can release administrators, executives or employees from the obligation to observe this law nor from the responsibilities arising therefrom.

Article 36.- The minimum number of administrators of a bank is five (5). At least the majority of the administrators of the bank which is a subsidiary of a foreign bank and at least two thirds of the administrators of any other bank must, at the time of their election or appointment and throughout the duration of their mandate, reside in Haiti.

Article 37.- In the event that information concerning an administrator or executive is incomplete or has proven inaccurate, or in case of a vacancy on the board of directors or appointment to the general management, the bank provides without delay to the Bank of the Republic of Haiti the necessary information.

Any change at the level of the bank's administrators and executives or all members of Committees appointed by the administrators must be communicated to the Bank of the Republic of Haiti within a period not exceeding 48 hours. The Bank of the Republic of Haiti ensures the quality of these administrators and executives and may, for this purpose, request all necessary information on persons likely to fill these functions.

The Bank of the Republic of Haiti may require changes in the composition of the board of directors and/or at the level of general management.

Article 38.- Shareholder administrators of banks must possess a minimum number of shares determined by the bylaws. These shares will be deposited in the social treasury as security for their management. They will be non-transferable and cannot be pledged during the mandate of the administrators.

Article 39.- Banks cannot grant, directly or indirectly, loans, credits or guarantees to their administrators, executives or related persons except on market terms and conditions.

The loans, credits and guarantees that these banks grant, directly or indirectly, to companies or enterprises in which their administrators or executives or the spouses of the latter hold, personally, directly or indirectly a participation, are notified to the Bank of the Republic of Haiti according to the periodicity and modalities determined by it. These loans, credits and guarantees cannot be accompanied by more favorable conditions, in terms of credit assessment, contract content, interest rate, repayment schedule, securities required, than those granted to counterparties not related to the bank. The Bank of the Republic of Haiti may, if these operations were not concluded under normal market conditions, require the adoption of the conditions agreed upon at the date when these operations took effect. Failing this, the administrators and executives who made the decision are jointly and severally liable for the difference towards the bank.

The loans, credits and guarantees granted to persons related to the bank and the cancellation of debts of the latter must be submitted to the approval of the board

of directors of the bank when they exceed an amount established by the bank or involve particular risks. The members of the board of directors who hold a particular interest in these cases must be excluded from the approval process.

Banks cannot grant cash advances or unsecured loans to shareholders, administrators, executives without the prior approval of the Bank of the Republic of Haiti.

Article 40.- The civil liability of administrators and executives is governed by the legislation on joint-stock companies and the Civil Code.

The liability of the founders of a bank, that of the bodies in charge of the management, supervision and control of the bank and that of the audit bodies are governed by the provisions of the law on joint-stock companies.

Article 41.- The criminal liability of administrators and executives may be engaged when, following an inspection by the Bank of the Republic of Haiti or an independent audit or by any other means, one of the following facts has been noted against them:

1. having disposed of the bank's assets as their own;
2. having carried out acts of commerce in a personal interest, under the cover of the bank, masking their actions;
3. having used social assets or the bank's credit contrary to its interest for personal purposes or to favor another legal person or company in which they are or were interested directly or indirectly;
4. having abusively pursued, in a personal interest, a loss-making operation that could only lead to the cessation of payments of the bank;
5. having kept fictitious accounting or having destroyed accounting documents of the bank or having abstained from keeping any accounting in accordance with current laws and regulations;
6. having diverted or concealed all or part of the bank's assets or fraudulently increased the bank's liabilities;
7. having kept accounting manifestly incomplete or irregular with regard to legal and regulatory provisions.

SECTION 2 – On capital

Article 42.- Banks must have fully paid-up capital of at least sixty million gourdes (G. 60,000,000.00).

The amount of the minimum capital is revised by the Bank of the Republic of Haiti, by regulatory means and according to the evolution and requirements of the market. Mention of this capital must be made in all acts, letters and documents of the bank.

Article 43.- In order to ensure the protection of creditors, depositors and the stability of the financial system, banks must have own funds adapted to their activities and the risks inherent in these activities, and limit the latter adequately.

Banks cover without limitation credit risks, market risks, counterparty risks and operational risks with their own funds.

Article 44.- Banks must, at all times, have sufficient own funds allowing them to respect the own funds/risk-weighted assets, assets/own funds, own funds/fixed assets ratios established by the Bank of the Republic of Haiti.

However, the Bank of the Republic of Haiti sets the conditions under which banks resulting from the merger of two or more banks, and which do not satisfy the provisions of the previous paragraph, may continue their activities.

Article 45.- Own funds consist of:

1. core own funds including:
   a. capital; b. reserves;
   c. retained earnings and
   d. share premiums;
2. supplementary own funds: they include long-term subordinated obligations and other hybrid instruments which are defined by regulatory means by the Bank of the Republic of Haiti.

Article 46.- Banks must hold additional own funds in order to be able to face risks like minimum own funds and to ensure compliance with these standards also in the event of adverse events.

The Bank of the Republic of Haiti determines, where applicable, the form and amount of these additional own funds.

Article 47.- When a bank does not hold additional own funds, the Bank of the Republic of Haiti orders specific measures regarding the observation and control of the situation concerning own funds and risks.

The Bank of the Republic of Haiti may, in particular circumstances, require a bank to hold additional own funds, notably when these own funds no longer guarantee sufficient security relative to the risks taken, the business strategy, the quality of risk management, or the level of development of techniques used.

Article 48.- Every bank must maintain in its books a Capital Reserve Account into which, at the end of each fiscal year, a value equal to at least 10% of its pre-tax profit shall be transferred, and until the consolidated amount of paid-up capital and the Reserve Account reaches one and a half times the authorized capital.

Article 49.- The establishment of the capital reserve account is done as follows:

1. every bank, before any dividend declaration or any transfer of profit to its headquarters or elsewhere, shall transfer to a capital reserve account an amount equal to the commercial profit net after the creation of a provision for taxes payable, a value equal to an amount that will not be less than that specified in the previous article;

2. the reserve account shall not be reduced unless the Bank of the Republic of Haiti authorizes a reduction, the value of which shall be transferred as an increase in capital or eventually applied to absorb any declared losses, duly controlled by the Bank of the Republic of Haiti, or to any operation subject to the Bank of the Republic of Haiti's appreciation.

Article 50.- No bank may proceed with a distribution of profits as long as:

a) the aforementioned reserves have not been established, or b) its share capital or its capital reserve account is affected by losses, or c) its total own funds are less than the minimum capital, or d) its retained earnings are negatively offset by balances greater than the capital reserves already established and provided for in Article 48 of this law.

Article 51.- Banks must adequately inform the public about their risks and their own funds. The Bank of the Republic of Haiti defines the information that must be published in addition to what appears in the financial statements.

Article 52.- In order to ensure the free play of competition in the sector and to safeguard the ability of shareholders to contribute to the financial viability of their respective institutions in the event of a systemic crisis, the Bank of the Republic of Haiti may limit by regulatory provisions the percentage of capital that a shareholder may hold in one or more banks.

Article 53.- A shareholder's participation in a primary banking institution may not exceed 20% of the capital of that bank. Shareholders who, on the date of this law, have already exceeded this limit may maintain their participation, but may no longer acquire new shares.

Article 54.- Groups, members of the same group, and related persons may not, in any case, hold individually or jointly a participation greater than 5% in the capital of one or more secondary banking institutions. Individuals or legal entities participating in these groups may not be directors or executives in secondary banking institutions.

Article 55.- When a natural or legal person intends to hold, directly or indirectly, a qualified participation in a bank, the bank must inform the Bank of the Republic of Haiti and communicate the amount of this participation.

In the event that a natural or legal person intends to increase its qualified participation or acquire shares of the bank such that the proportion of voting rights or capital shares exceeds the threshold of 10% or that the bank becomes its subsidiary, or for any new distribution of control powers, the bank must inform the Bank of the Republic of Haiti.

The Bank of the Republic of Haiti may, within a period of one (1) month from the date of the information provided for in the preceding paragraph, oppose the project if it is not satisfied with the quality of the person referred to in the preceding paragraph, to ensure the need to guarantee sound and prudent management of the bank. If there is no opposition, the Bank of the Republic of Haiti may set a maximum deadline for the implementation of the project.

When a participation is acquired despite the opposition of the Bank of the Republic of Haiti or without having informed it, this acquisition is considered null. Share acquisitions giving rise to new distributions of control powers are also considered null if the Bank of the Republic of Haiti has not given the necessary authorization or has not been warned in accordance with this article.

Article 56.- When a natural or legal person intends to withdraw, directly or indirectly, a qualified participation in a bank, the bank must inform the Bank of the Republic of Haiti in advance and communicate the envisaged amount of the withdrawal of its participation. The bank must also inform the Bank of the Republic of Haiti of the intention of any natural or legal person to reduce its qualified participation such that the proportion of voting rights or capital shares held by it is less than the threshold of 10% or that the bank ceases to be its subsidiary.

Article 57.- Banks are required to communicate to the Bank of the Republic of Haiti, as soon as they become aware of them, acquisitions or disposals of participations in their capital that cross the 10% threshold upwards or downwards. Similarly, they communicate at least once a year the identity of

shareholders who hold qualified participations as well as the amount of said participations, as resulting notably from the data recorded at the annual general meeting of shareholders.

SECTION 3 – On Financial Verification

Article 58.- Directors are required, each year at the end of the bank's financial year, to have the financial statements verified by an independent auditor appointed by the general meeting of shareholders. The remuneration of the independent auditor(s) is fixed by the shareholders' meeting, or failing that, by the board of directors.

Article 59.- Independent auditors collaborate with the control exercised by the Bank of the Republic of Haiti, under their personal and exclusive responsibility and in accordance with this article, professional rules, and the instructions of the Bank of the Republic of Haiti. To this end:

1. they ensure that banks have adopted adequate administrative and accounting organization measures and internal control measures to comply with laws and regulations relating to the status of banks;
2. they confirm, for the Bank of the Republic of Haiti, that the financial statements on a consolidated and non-consolidated basis transmitted to it at the end of the fiscal year are complete, correct, and prepared according to the rules applicable to them;
3. they ensure that the accounting standards issued by the Bank of the Republic of Haiti take precedence over standards issued by other institutions.

Article 60.- An independent auditor may be appointed as the accounting expert firm whose:

1. at least two (2) partners:
   a) are members of the Order of Certified Accountants of Haiti; b) each possess five (5) years of experience in executing audit mandates for financial institutions, either as a partner in an accounting firm, or as team leader or mission head, or a combination of the two; c) are independent of the bank;
2. the partner designated for the verification meets the criteria listed in paragraph 1.

Article 61.- For the application of paragraph 1 c) of Article 60, an accounting expert firm is not independent and is therefore ineligible to perform the audit of a bank if one of its partners or the firm itself:

1. owns as a true owner or controls, directly or indirectly, a significant interest in the shares of the bank or an entity within its group;
2. is a director, executive, or employee of the bank or an entity within its group or is the partner of one of the directors, executives, or employees of the bank or an entity within its group;
3. benefits from banking or other services at costs or rates outside the normal course of business;
4. is married to a person who falls under the criteria set out in 1), 2), and 3).

The independent auditor must relinquish the audit file as soon as it becomes ineligible to exercise its functions under this article.

Article 62.- Within fifteen (15) days following the appointment of the accounting expert firm, the bank and the firm jointly designate a member who meets the conditions stipulated in Article 60 to perform the audit on behalf of the firm. The bank notifies the Bank of the Republic of Haiti in writing without delay.

If for any reason the designated member ceases to fulfill their functions, the bank and the accounting firm jointly designate another member who meets the conditions stipulated in Article 60. The bank notifies the Bank of the Republic of Haiti in writing without delay. In the absence of designation within thirty (30) days of the cessation of the member's functions, the position of independent auditor is declared vacant.

Article 63.- The Bank of the Republic of Haiti may, at any time, by reasoned decision, request the dismissal of any independent auditor of a bank, for reasons related to their status or the exercise of their functions.

Article 64.- The mandate of the independent auditor ends either upon expiration of said mandate, or upon their resignation, or upon their dismissal by the bank.

Article 65.- The independent auditor is required to submit to the bank and to the Bank of the Republic of Haiti a written statement setting out the reasons for their resignation or opposition to envisaged measures, if they:

1. resign;
2. are informed of the convening of a general meeting of shareholders with the aim of revoking them;
3. are informed of the holding of a board of directors meeting intended to fill the auditor position.

Article 66.- The independent auditor of a bank proceeds with the examination they deem necessary on the financial statements which, under this law, must be presented to shareholders.

Article 67.- Directors must grant the independent auditor access to the records, asset elements, and securities held by the bank or by any entity in which it holds a financial group interest and provide them with all information or clarifications necessary for their function.

Article 68.- Directors must also obtain from the directors, executives, employees, and agents of any entity in which the bank holds a financial group interest, and from their predecessors, the information and clarifications that these persons are able to provide and that the independent auditor deems necessary for the exercise of their function, and provide them with the information and clarifications thus obtained.

Article 69.- The Bank of the Republic of Haiti may require the independent auditor of the bank to conduct a special audit to determine if the method used by the bank to safeguard the interests of its depositors, creditors, and shareholders is adequate, as well as any other audit rendered necessary, and report to it.

The Bank of the Republic of Haiti may, if it deems it necessary, have a special audit conducted and appoint an accounting expert firm meeting the criteria established in this law for this purpose. The expenses incurred are borne by the bank.

Article 70.- Independent auditors must inform the Bank of the Republic of Haiti in writing at any time of any situation that may put the financial stability of a bank at risk or the existence of illegal operations discovered during the financial audit.

They are required in particular to report to the Bank of the Republic of Haiti any fact that they consider to be of significant importance for banking supervision.

They are also required to report to the Bank of the Republic of Haiti, as soon as they observe them, all decisions, facts, or developments that:
a) influence or may significantly influence the financial situation of a bank, the result, or equity; b) affect the continuity of operations; c) lead to the issuance of reservations or the refusal of certification of accounts; d) result in a loss of 20% or more of core own funds.

The same obligation applies to the facts and decisions mentioned above of which independent auditors come to have knowledge in the exercise of their mission with a parent or subsidiary company of a bank, such as non-compliance with approval criteria, violations of laws and regulations in force.

No civil, criminal, or disciplinary action may be brought, nor any professional sanction pronounced, against external audit firms or independent auditors who have provided in good faith the information required under this article.

Article 71.- When the Bank of the Republic of Haiti becomes aware of an infringement of the provisions of this law committed by an independent auditor of a bank or when it considers that the conditions of independence necessary for the proper conduct of the mission of this independent auditor are not met, the Bank of the Republic of Haiti may request the bank to relieve them of their functions, without prejudice to the personal liability of the independent auditor in accordance with Article 39 of the decree of August 28, 1960 on joint-stock companies.

The Bank of the Republic of Haiti may also report the infringement to the competent authority. To this end, the Bank of the Republic of Haiti may communicate all necessary information to the good information of this authority. The provisions of this law prevail over all requirements of accounting corporations of which independent auditors are members.

SECTION 4 – On Electronic Access to Banking Services

Article 72.- The Bank of the Republic of Haiti allows, under conditions it will determine by regulatory means, duly authorized banks to provide all or part of their services through electronic circuits.

Article 73.- Duly authorized banks in Haiti may allow their clients remote access to their accounts by means of specific software or via the internet.

Article 74.- Banks that offer computer access to their clients must provide them with a confidentiality statement specifying the operating conditions of the service and guaranteeing the security of transactions thus carried out.

The client's agreement to the operating conditions of the service must be recorded by a written document duly signed by them.

Article 75.- Banks that allow their clients remote access to their accounts must sufficiently secure their electronic platform. Banks must provide means for this purpose to authenticate clients and ensure the protection of the system against fraudulent access attempts, computer viruses, denial of service, or other forms of electronic attacks.

Banks are duly responsible, towards their clients, for the compliance with regulations by third parties who ensure on their behalf all or part of their

services. Similarly, the liability of banks may be engaged in the case of immediate and foreseeable damages resulting from any action or omission committed by these third parties acting on behalf of the banks.

Article 76.- The client identified as the sender of a message sent electronically to the bank is responsible for its content, provided that the bank has authenticated this message according to a reasonable security procedure conforming to market standards and mutually agreed upon. The client can exonerate themselves of liability if they prove their lack of fault and also that the message was sent by a person unauthorized to act on their behalf.

Article 77.- Banks may, by agreement with their clients, establish the conditions for the admission of electronic documents as elements of evidence. The model of agreement must be previously approved by the Bank of the Republic of Haiti before being submitted to the clientele.

Electronic writing is admitted as evidence on the same footing as writing on paper support, provided that the person from whom it emanates can be duly identified and that it is established and preserved under conditions likely to guarantee its integrity.

CHAPTER 3
PROHIBITIONS

Article 78.- Credit granting activities and those referred to in Article 4 may only be carried out by entities duly authorized by the Bank of the Republic of Haiti.

No person other than a bank may use the name "Bank" or any other similar appellations. No person other than an authorized bank may include in its name, nor use for its activities the name "Bank".

Article 79.- Whenever the Bank of the Republic of Haiti has reason to believe that a person or company is conducting operations referred to in Articles 3, 4, and 5 without its operating authorization, it must require the examination of the books, accounts, and files of this person or company to ensure that this is the case. The Bank of the Republic of Haiti requires the presence of a Justice of the Peace to draw up a report recording the illegal operations carried out by this person or company.

The Bank of the Republic of Haiti proceeds with the closure of the society or establishment in question, without prejudice to criminal sanctions and fines provided for in Article 80.

Article 80.- Any person or company conducting operations referred to in Articles 3, 4, and 5 without operating authorization, or refusing to produce for examination the books, accounts, and files required by the Bank of the Republic of Haiti, is subject to a fine of one hundred thousand gourdes (100,000.00 Gdes) per day of infringement to be pronounced by the Correctional Court.

To this end, the Bank of the Republic of Haiti proceeds with a garnishment on the accounts of the society or the offending person at the hands of banks or potential debtors.

Article 81.- It is prohibited for any person or enterprise other than a financial institution authorized by the Bank of the Republic of Haiti to use a name, trade name, advertisement, or in general expressions making it appear that it is approved as a financial institution, or to create confusion in this matter. In the event that the Bank of the Republic of Haiti observes such a situation, the offending person or enterprise will be ordered to remove the doubt or confusion, under penalty of the Bank of the Republic of Haiti taking any measure to put an end to this state of affairs.

It is prohibited for a financial institution to imply that it belongs to a category other than that under which it obtained its approval pursuant to Article 2 of this law or to create confusion on this point. In the event that the Bank of the Republic of Haiti observes such a situation, the offending person or enterprise will be ordered to remove the doubt or confusion, under penalty of administrative sanctions, which may go up to the revocation of its approval.

Article 82.- The prohibitions defined in this law do not prevent insurance companies from issuing sureties, letters of credit, or other types of guarantees within the limits of the legal texts governing them, nor do they prevent a non-profit organization, within the framework of its mission and for social reasons, from granting loans with preferential conditions from its own resources, nor do they prevent an enterprise, whatever its nature, from:

1. granting salary advances or exceptional loans granted for social reasons to its staff members;
2. in the exercise of its professional activity, granting payment delays or advances to its contractors;
3. concluding housing rental contracts with a purchase option;
4. conducting treasury operations with companies having, directly or indirectly, capital links with it;

5. issuing vouchers and cards issued for the purchase from it, to the exclusion of any other, of a specific good or service.

CHAPTER 4
ON REGULATION

Article 83.- The Bank of the Republic of Haiti, in its capacity as an administrative body, is the regulatory authority for banks.

To this end, the Bank of the Republic of Haiti establishes, among other things, by regulatory means:

1