Regulation on the Operation of Financial Leasing Companies (Notice No. 18/2012)

Published in the Official Gazette of Angola, Series I, No. 64/12, on April 3

Notice No. 18/12 of April 3

SUBJECT: REGULATES THE OPERATION OF FINANCIAL LEASING COMPANIES (LEASING)

Given the need to regulate the operation of financial leasing companies, with a view to developing the matter established in Presidential Decree No. 65/11, of April 18; Pursuant to the combined provisions of paragraph f) of number 1 of Article 21 and paragraph d) of number 1 of Article 51, both of Law No. 16/10, of July 15, the National Bank of Angola Law, combined with the provisions of number 2 of Article 6 of Law No. 13/05, of September 30, the Financial Institutions Law; I HEREBY DETERMINE:

Article 1 (Subject Matter) This regulation governs the process of establishment and operation of financial leasing companies.

Article 2 (Processing of the Authorization Request for Establishment and Operation)

1. The request for authorization for the establishment and operation of financial leasing companies must be submitted via an application addressed to the Governor of the National Bank of Angola, as per Annex I to this Regulation, accompanied by all documents and information useful for its assessment, including the following mandatory minimum elements: a) draft articles of association of the company to be established; b) certificate of admissibility of the corporate name, issued by the competent authority; c) identification of founding shareholders, namely identification document, address, telephone, fax, and e-mail; d) capital to be subscribed by each founding shareholder, represented in cash and percentage, as per the table in Annex II; e) proof of the origin of shareholders' funds; f) criminal record certificate of shareholders; g) certificate confirming the absence of overdue debts owed by shareholders to state authorities; h) identification and supporting evidence of the technical capacity of persons proposed for management and supervisory bodies; i) declaration by members of management and supervisory bodies attesting that neither they, nor companies or enterprises whose control they ensure or have ensured, or in which they have served as administrators, directors, or managers, have been declared bankrupt or insolvent; j) criminal record certificate of persons proposed for management and supervisory positions; k) designation of a bank domiciled in Angolan territory, with which all matters related to the National Bank of Angola will be handled; l) shareholders' agreements, if any; m) business plan and feasibility study for the first three years, including: i. analysis of the target market; ii. proposed organizational structure; iii. services offered; iv. technologies to be used in the distribution of products and services, as well as the sizing of the service network; v. projection of preliminary expenses, including all costs related to the establishment and operation of the company; vi. projected balance sheets and income statements, including: 1. revenues and commissions; 2. expenses of projected operations, as well as resource mobilization costs, investments including technological and fixed expenses; 3. other revenues, including consulting services provided to clients and services provided to third parties. vii. corporate governance standards to be observed, which must include: 1. identification of responsibilities assigned to the various organizational levels of the institution; 2. descriptive proposal of the internal control structure

2. Regarding shareholders that are legal entities, the authorization request must additionally be supported by the following elements: a) articles of association or corporate agreement of the applicant; b) organizational chart of the economic group to which it belongs; c) authorization document from the competent corporate body of the applicant, or from legal representatives with sufficient powers, to authorize participation in the financial leasing company to be established;

3. Applicants must designate one among themselves, via power of attorney, to represent all before the authorities responsible for assessing the authorization request and indicate a domicile in Angola for notification or correspondence purposes.

4. The National Bank of Angola may request any complementary information or procedures from applicants, conduct investigations when deemed necessary or useful for the decision on the request, and summon shareholders and administrators for interviews.

5. The National Bank of Angola may waive the submission of elements referred to in this article that it already possesses or has knowledge of.

Article 3 (Inspection) The National Bank of Angola may conduct an inspection of the facilities of financial leasing companies prior to the commencement of activities.

Article 4 (Share Capital) Financial leasing companies must have fully paid-up share capital in national currency valued at Kz 50,000,000.00 (fifty million Kwanzas), and their own funds must not be lower than this amount.

Article 5 (Realization of Share Capital)

1. The minimum share capital must be fully paid up on the date of establishment of the financial leasing company, and the corresponding amount deposited in a banking financial institution domiciled in the country.
2. Upon subscription of the initial share capital, when it exceeds the legally established minimum, at least 50% of the subscribed amount exceeding the minimum share capital must be paid up, and the remainder of this initial amount must be fully realized within six (6) months from the date of establishment of the financial institution.

Article 6 (Increase of Share Capital) In the event of an increase in share capital by financial leasing companies, the provisions of Law No. 13/05, of September 30 (Financial Institutions Law) and Law No. 1/04, of February 13 (Commercial Companies Law), shall apply with the necessary adaptations.

Article 7 (Resource Mobilization) To pursue their objectives, financial leasing companies may: a) obtain financing from legally authorized banking financial institutions; b) obtain financing from international financial institutions; c) issue bonds of any kind, within the terms and limits of the Commercial Companies Law, as well as commercial paper; d) obtain supplies and other forms of loans and advances from their respective shareholders; e) conduct legally permitted treasury operations with companies with which they maintain a controlling or group relationship.

Article 8 (Entry into Force) This Regulation enters into force 30 days after the date of its publication.

PUBLISHED Luanda, December 19, 2011 THE GOVERNOR JOSÉ DE LIMA MASSANO