Notice No. 07/2013 of April 22 on the Establishment, Operation and Termination of Exchange Houses

Published in the Official Gazette of Angola, First Series, No. 74, April 22

NOTICE NO. 07/2013 of April 22

SUBJECT: ESTABLISHMENT, OPERATION AND TERMINATION OF EXCHANGE HOUSES

Whereas it is necessary to adapt the rules regarding the authorization process for the establishment, operation and revocation of exchange houses; Whereas it is further necessary to harmonize the current regulations in the Angolan financial system with international standards; In exercise of the competence attributed by item f) of paragraph 1 of Article 21 and item d) of paragraph 1 of Article 51, both of Law No. 16/10 of July 15, the Law of the Banco Nacional de Angola, combined with the provisions of paragraph 2 of Article 6 of Law No. 13/05 of September 30 – the Law of Financial Institutions;

I DETERMINE:

Article 1. (Object) The present Notice regulates the authorization process for the establishment, operation and termination of exchange houses.

Article 2. (Activities)

1. Exchange houses have as their main activity the purchase and sale of foreign currency and traveler's checks.
2. Exchange houses may also exercise the following activities: a) provide remittance and receipt of funds services, with prior authorization from the Banco Nacional de Angola, in accordance with current legislation; b) provide banking correspondent services, within the scope of current legislation; c) provide other services within their activity scope; d) carry out brokerage operations for the purchase and sale of foreign currency and traveler's checks; e) conduct safe deposit box rentals; and f) carry out other activities previously authorized by the Banco Nacional de Angola.

Article 3. (Instruction of the Authorization Request for Establishment and Operation)

1. The authorization request for the establishment and operation of exchange houses must be submitted by application addressed to the Governor of the Banco Nacional de Angola, as per Annex I to this Notice, accompanied by all documents and information useful for its assessment, including the following minimum elements: a) proposed corporate name, accompanied by a certificate of admissibility of the corporate name issued by the competent authority; b) registered office address; c) draft articles of association of the company to be established; d) personal identification (identity document) of the founding partners or shareholders; and e) capital to be subscribed by each of the founding partners or shareholders, represented in cash and percentage, as per Annex II; f) proof of the origin of funds from partners or shareholders, according to their subscribed share in the social capital; g) criminal record certificate of all partners or shareholders; h) certificate of non-existence of overdue debts to State authorities for all partners or shareholders; i) personal identification and supporting documents proving the technical capacity of the persons proposed for management and supervisory bodies; j) declaration signed 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, were declared bankrupt or insolvent; k) criminal record certificate of the persons proposed for management and supervisory positions; l) proof of prior deposit corresponding to 5% (five percent) of the minimum social capital in a banking financial institution or a bank guarantee of equal value accepted by the Banco Nacional de Angola; and m) shareholders' agreements, if any; n) 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 placement 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 setting up of the company; and vi. projected balance sheets and income statements, including:
   1. revenues and commissions;
   2. expenses of projected operations, including resource mobilization costs, IT investments and fixed expenses;
   3. other revenues, including consulting services provided to clients and services provided to third parties; and
   4. investments to be made; vii. corporate governance standards to be observed, which must include:
   5. identification of responsibilities assigned to the various organizational levels of the institution; and
   6. internal control structure.
2. Regarding partners or shareholders that are legal entities, the authorization request must also be accompanied by the following elements: a) articles of association or partnership agreement of the applicant; b) organizational chart of the economic group to which it belongs; and c) authorization document from the competent corporate body of the applicant, or by legal representatives with sufficient powers, to authorize participation in the financial leasing company to be established;
3. Applicants must designate among themselves, by power of attorney, one person to represent them all before the authorities responsible for assessing the authorization request and indicate their domicile in Angola for notification or correspondence purposes.
4. The Banco Nacional de Angola may request additional information or procedures from applicants, carry out investigations it deems necessary or useful for the decision on the request and summon partners or shareholders, as well as those responsible for administration, direction or management and supervision of the exchange house, for interviews.
5. The Banco Nacional de Angola may waive the submission of the elements referred to in this article that it already possesses or has knowledge of.

Article 4. (Social capital)

1. Exchange houses must have fully paid-up social capital and maintain own funds of at least Kz 10,000,000.00 (Ten million Kwanzas).
2. The minimum social capital referred to in the preceding paragraph must be fully paid up in national currency at the time of its establishment, and the respective amount deposited in a banking financial institution domiciled in the country.
3. The provisions of the Law of Financial Institutions apply, with necessary adaptations, to increases in the social capital of exchange houses.

Article 5. (Obtaining resources) To pursue their objectives, exchange houses may: a) contract loans from legally authorized financial institutions; b) receive resources originating from public funds; c) issue their own public or private securities and promissory notes; and d) obtain other financing, provided they are authorized by the Banco Nacional de Angola.

Article 6. (Expiration of Authorization) The authorization for the activity of exchange houses expires if: a) applicants expressly renounce it; b) the company is not established within 6 (six) months; or c) it does not commence activity within 1 (one) year from the date of grant.

Article 7. (Special Registration)

1. Exchange houses must apply for special registration at the Banco Nacional de Angola, at least 1 (one) month before the date of commencement of their activity.
2. For the purposes of registration referred to in the preceding paragraph, the following elements must be submitted: a) Public deed of establishment; b) Commercial registration; c) Tax registration; d) Statistical registration; e) Social Security registration; and, f) Official Gazette publication of the articles of association.
3. Changes occurring in the elements listed in the preceding paragraph are subject to registration.

Article 8. (Commencement of activity) Exchange houses must notify the Banco Nacional de Angola in advance, within a minimum period of 1 (one) month, of the date of commencement of activity.

Article 9. (Inspection) The Banco Nacional de Angola may conduct inspections of the premises of exchange houses before the commencement of activity.

Article 10. (Sanctions)

1. Non-compliance with the provisions of this Notice is considered an offense and punishable by: a) warning; b) monetary fine of a value to be determined by the Banco Nacional de Angola, depending on the severity of the offense; or c) temporary suspension of the exchange house's activity;
2. The sanctions provided for in paragraph 1 of this article may be applied cumulatively.
3. The sanctions provided for in this article shall be applied by the Banco Nacional de Angola in accordance with the Law of Financial Institutions.

Article 11. (Revocation of Authorization) The authorization of exchange houses may be revoked on the following grounds, in addition to others provided for in applicable legislation, when: a) activity ceases for a period exceeding 1 (one) year without prior knowledge of the Banco Nacional de Angola; b) serious infractions in management and internal accounting organization are found; c) non-compliance with norms and instructions issued by the Banco Nacional de Angola; or d) failure to regularly fulfill obligations towards creditors.

Article 12. (Repealing Clause) All provisions contrary to this Notice are hereby repealed, namely Notice No. 17/07 of September 12 and Notice No. 06/2010 of November 10.

Article 13. (Entry into force) The present Notice enters into force 30 (thirty) days after the date of its publication.

PUBLISHED: Luanda, April 1, 2013. THE GOVERNOR JOSÉ DE LIMA MASSANO