2023-05-14 | CBE8.2Added · Updated
The Central Bank of Egypt updates the licensing, control, and supervision rules for exchange companies, requiring a minimum paid-up capital of 25 million EGP and granting a one-year compliance deadline, extendable to September 2023 for capital requirements. The regulation establishes detailed procedures for initial and final licensing, branch establishment, and board member nominations, while mandating specific technical, security, and financial conditions for operations. It further regulates share ownership changes, mergers, and prohibited activities, such as lending, borrowing, and holding deposits, and sets specific fees for inspection and supervision.
In the context of the Central Bank's commitment to supporting the efficiency of the management of exchange companies and developing their performance, the current instructions have been updated to provide a system for these companies and rules for their licensing, control and supervision. Exchange companies are granted a period of one year from the date of issuance of the instructions to comply with the requirements contained therein, except for the minimum capital requirement which must be met by a maximum of September 15, 2023.
1.1.1 The legal form must be an Egyptian joint-stock company.
1.1.2 The sole purpose of the company must be the conduct of exchange operations consisting of buying and selling foreign currency for the company's own account.
1.1.3 The issued and paid-up capital must not be less than twenty-five million Egyptian pounds.
1.1.4 The persons of interest (such as founders, ultimate beneficiaries of corporate founders, and senior officials) must possess integrity, good reputation, and financial soundness.
1.2.1 An application is submitted to the Central Bank to obtain initial approval to proceed with the licensing procedures, accompanied by the documents listed in item 3-1.
1.2.2 The application is presented to the Board of Directors of the Central Bank to issue a decision regarding it, and a decision on the application is made within ninety days from the date of its submission if complete with the required documents. The Board of Directors may extend this period for a similar additional period.
1.2.3 In case of approval, the company is notified of the initial approval for establishment. The validity of the approval is six months only from the date of its issuance; otherwise, the approval is considered null and void. The Board of Directors may extend this period for a similar additional period.
1.2.4 In case of rejection, the applicant is notified within thirty days from the date of issuance.
1.3.1 A copy of the draft articles of association of the company, including a statement of the names, nationalities, and addresses of the founders, and each of their shares in the capital, as well as the value of the authorized, issued, and paid-up capital of the company, and the number of shares and the nominal value of each share.
1.3.2 A copy of the articles of association of the corporate founders.
1.3.3 A statement clarifying the ownership structure, including the ultimate beneficiary, to ensure the identification of the ultimate beneficiary and verify the legitimacy of the source of funds.
1.3.4 A statement of the participation percentage of each founder and "related parties" in other financial institutions inside and outside the Arab Republic of Egypt, "according to the definition of related parties" stipulated in the Central Bank and Banking System Law.
1.3.5 Evidence that none of the founders, "major shareholders", members of the Board of Directors, or ultimate beneficiaries are listed in sanctions lists (local and international).
1.3.6 A certificate stating that no bankruptcy or insolvency judgments, or any crime against honor, have been issued against any of the founders, as well as the criminal record of natural persons.
1.3.7 A statement of the proposed name of the company in Arabic and foreign languages, accompanied by a certificate of non-conflict.
1.3.8 The address of the company's headquarters.
1.3.9 The financial and economic feasibility study of the company for a period of not less than five years, certified by one of the specialized offices.
1.3.10 The proposed organizational structure of the company.
1.3.11 Any other documents requested by the Central Bank.
2.1.1 The company, which has been issued initial approval, submits an application to the Central Bank for the issuance of final licensing and registration immediately after completing the establishment procedures, technical preparations, controls, and security procedures, accompanied by a request for an inspection of the headquarters to verify compliance with all conditions and necessary preparations for conducting the activity.
2.1.2 The application for final licensing and registration is accompanied by the following documents:
1.2.1.2 A bank deposit certificate confirming the deposit of an amount of twenty-five million Egyptian pounds for the company's capital account.
2.2.1.2 A copy of the company's tax card and commercial register.
3.2.1.2 A copy of the company's preliminary contract and articles of association, and the investment sheet published with the establishment decision.
4.2.1.2 The lease contract for the company's headquarters.
5.2.1.2 A copy of the agreement with one of the banks to announce prices and deal with them, provided that the contracting bank is the bank where the company's accounts are held.
6.2.1.2 A statement of the names and data of senior officials according to the forms prepared for this purpose.
7.2.1.2 Evidence of payment of the inspection fee mentioned in item 1-2-2 below.
8.2.1.2 Documents supporting compliance with the technical conditions and preparations necessary for conducting exchange activities mentioned in item 3-2 below.
9.2.1.2 Documents supporting compliance with security controls and procedures.
10.2.1.2 The name of the company's auditor to be appointed, who must be among those registered in the Central Bank's register of auditors.
11.2.1.2 A list of outsourcing service providers (for example, security companies and money transfer companies), which must include cases of outsourcing to related parties of the company.
12.2.1.2 Any other data or documents requested by the Central Bank.
2.1.3 The application for licensing the company, which has been issued initial approval, is presented to the Board of Directors of the Central Bank to issue a decision regarding it within sixty days from the date of its submission if complete with the required documents. The Board of Directors may extend this period for a similar additional period. The company is notified of the Board of Directors' decision within thirty days from the date of its issuance.
2.1.4 The licensing applicant is obliged to notify the Central Bank immediately in case of any change in the data submitted in the licensing application.
2.1.5 The company publishes a copy of the decision to deal in foreign currency issued by the Board of Directors of the Central Bank at its own expense in the Official Gazette.
2.1.6 The company is not allowed to start conducting the activity until it is notified of the issuance of its final approval to conduct its activity and is registered in the exchange companies register at the Central Bank.
2.1.7 The company is obliged to conduct the activity within three months from the date of issuance of the final approval and notify the Central Bank of the start date of conducting the activity before actual commencement. In case the activity is not conducted within the mentioned period, the licensing decision is considered null and void.
The exchange company is obliged to pay the following inspection fees in cases of licensing or requesting the transfer of the headquarters or branches:
1.2.2.1 An amount of one hundred thousand Egyptian pounds for the headquarters.
2.2.2.1 An amount of fifty thousand Egyptian pounds for each branch.
The exchange company is obliged to pay the following supervision fees during January of each year:
1.2.2.2 An amount of twenty thousand Egyptian pounds for the headquarters.
2.2.2.2 An amount of ten thousand Egyptian pounds for each branch.
1.3.3 Conducting exchange activities in an independent premises for which approval is issued by the Central Bank.
2.3.3 Equipping the premises with iron safes, cash counting machines, a device for detecting local and foreign currencies to verify non-counterfeiting, and a board to announce foreign currency exchange rates.
3.3.3 Insuring all assets and funds of the company with one of the insurance companies against risks of cash transfer, theft, fire, and breach of trust.
4.3.3 Availability of devices connecting the company to the Central Chamber for foreign currency statistics at the Central Bank and the following technical preparations:
1.4.3.3 Contracting with one of the companies to transfer data from the company to the Chamber.
2.4.3.3 Availability of high-efficiency computer devices.
1.4.2 Exchange companies licensed to deal in foreign currency are registered in a register prepared for this purpose at the Central Bank, based on an application submitted to the Central Bank according to the form prepared for this purpose mentioned below.
2.4.2 The data recorded in the register include:
1.2.4.2 Registration number and date of the Board of Directors' decision.
2.2.4.2 Number and date of the Official Gazette issue published with the Board of Directors' decision approving the licensing.
3.2.4.2 Name of the company and address of its headquarters and branches.
4.2.4.2 Legal form of the company.
5.2.4.2 Date of establishment.
6.2.4.2 Date of start of conducting activity.
7.2.4.2 Original and renewed duration of the company.
8.2.4.2 Start and end dates of the financial year.
9.2.4.2 Number and date of registration in the commercial register.
10.2.4.2 Tax card number.
11.2.4.2 Authorized, issued, and paid-up capital.
12.2.4.2 Names of Board of Directors members and the Chief Executive Officer (Managing Director).
13.2.4.2 Name of the manager responsible for each branch.
14.2.4.2 Name of the company's auditor.
15.2.4.2 Name of the bank contracted with the company to announce prices and holding accounts for the company.
1.5.2 The Central Bank must be notified of any modification intended to be made in the company's establishment contract or articles of association. The modification cannot be presented to the General Assembly until approval is obtained from the Central Bank. The notification is submitted according to the form prepared for this purpose, supported by the necessary documents. The modification is not implemented until it is approved by the General Assembly, certified by the Central Bank, and endorsed in the exchange companies register.
2.5.2 Notification must be made of any modification in the data submitted as part of the registration application. The notification is submitted according to the form prepared for this purpose, supported by the necessary documents. The modification is not implemented until it is approved by the Central Bank and endorsed in the exchange companies register.
3.5.2 The Central Bank notifies the company requesting the modification of the decision approving the modification within 15 days from the date of issuance of the decision by any of the means approved by the Central Bank.
1.1.3 The exchange company submits an application to the Central Bank for approval to open a new branch, accompanied by the following documents:
1.1.1.3 A feasibility study for each branch.
2.1.1.3 A copy of the minutes of the company's Board of Directors meeting approving the establishment of a branch.
3.1.1.3 A copy of the lease contract for the branch premises.
4.1.1.3 Name of the manager responsible for each branch.
1.2.3 The application is studied in light of the following considerations:
1.2.1.3 The number of exchange company branches located in the area or location where presence is desired, and the extent of the need to establish a new branch.
2.2.1.3 The extent of the company's compliance with the rules and instructions organizing the exchange activity.
3.2.1.3 The number of existing branches of the company and their geographical spread.
4.2.1.3 Net equity of shareholders according to the latest financial center.
5.2.1.3 The liquidity with which the company deals.
1.3.3 An amount of five million Egyptian pounds is allocated from the paid-up capital of the company for each branch. Based on this, the maximum number of branches allowed for any exchange company is determined, taking into account existing branches, branches for which the Central Bank has previously granted approval to open (including those not yet activated), and branches that have not been activated, based on the value of the paid-up capital according to the approved budget.
1.4.3 The company is notified of the initial approval for the establishment of a branch. The validity of the approval is three months from the date of approval. The Central Bank may extend this period for one or more similar additional periods.
1.2.3 The company that has completed the branch establishment procedures must submit an application to the Central Bank for inspection of the branch with the aim of registering the branch and its address, accompanied by the following documents:
1.1.2.3 An extract from the commercial register, complete with the branch's address.
2.1.2.3 A certificate from the tax authority confirming the addition of the branch.
3.1.2.3 Documents nominating the managers responsible for the branch according to the form prepared for this purpose.
4.1.2.3 A copy of the insurance documents for the branch against risks of cash transfer, robbery, fire, and breach of trust.
5.1.2.3 Evidence of compliance with the security controls and procedures necessary for establishing a branch.
6.1.2.3 Evidence of the company's payment of an inspection fee of fifty thousand Egyptian pounds for each branch.
2.2.3 The branch premises are inspected to verify compliance with all security conditions and preparations by the security sector of the Central Bank. Based on the inspection result, a decision is issued by the Central Bank approving the registration of the branch in the exchange companies register at the Central Bank.
3.2.3 The branch must conduct the activity within two months from the date of notification. In case the activity is not conducted within the mentioned period, the approval for branch registration is considered null and void.
1.1.4 The following basic criteria must be met by the Chairman and members of the Board of Directors:
1.1.1.4 Credibility, integrity, and good reputation, established by proving that he has not engaged in illegal or dishonorable practices, has not been dismissed or requested to resign from a position he held, and no disciplinary action has been taken against him by any authority, unless his reputation has been restored by a final judicial ruling.
2.1.1.4 Competence and experience, established by obtaining the necessary qualifications from academic certificates in addition to training programs and specialized certificates, and the availability of necessary practical experience.
3.1.1.4 Sound financial status, including not defaulting on financial obligations and not having a judicial declaration of bankruptcy.
1.2.4 The nomination of a member of the Board of Directors in exchange companies cannot be approved in the following cases:
1.2.1.4 If he holds the position of responsible manager in one of the existing exchange companies.
2.2.1.4 If he holds the position of Board of Directors member or responsible manager in an exchange company for which a decision has been issued to cancel the license granted to it.
1.2.4 The company submits an application to the Central Bank to approve the nomination of Board of Directors members, clarifying whether the member is executive or non-executive, and any changes to the Board of Directors. The matter cannot be presented to the General Assembly until approval is obtained from the Central Bank. The modification is not implemented until it is approved by the General Assembly and endorsed in the exchange companies register at the Central Bank.
2.2.4 The Board of Directors of an exchange company can appoint members to vacant positions during the year. The appointed members do not start working until they obtain approval from the Central Bank, provided that the General Assembly approves their appointment at its first meeting.
3.2.4 The application submitted by the company must include the following documents:
1.3.2.4 A copy of the higher qualification.
2.3.2.4 An experience certificate confirming the availability of administrative experience and technical competence in related fields. This condition is exempted for non-executive board members.
3.3.2.4 A recent criminal record certificate confirming the absence of recorded criminal judgments.
4.3.2.4 A status statement for the candidate according to the form prepared for this purpose, attached with the candidate's detailed resume and the company's Board of Directors decision approving the nomination.
5.3.2.4 A statement of balances issued by the Egyptian Clearing, EDP and Central Securities Depository Company, showing the shares owned by him in all companies in which he participates.
6.3.2.4 A declaration confirming the absence of conflict between the interest of the Board of Directors member and the interest of the company.
7.3.2.4 A certificate stating that no bankruptcy or insolvency judgments, or any crime against honor, have been issued.
8.3.2.4 Any other documents requested by the Central Bank.
4.2.4 The Central Bank issues approval for the nomination of Board of Directors members of the exchange company and notifies the company of the approval decision within fifteen days from the date of issuance, taking into account the following:
1.4.2.4 A Board of Directors member is not allowed to permanently perform any technical or administrative work in another joint-stock company except with permission from the General Assembly of the company in which he holds Board of Directors membership.
2.4.2.4 Board of Directors members are not allowed to borrow or mortgage in the name of the company.
3.4.2.4 No member of the Board of Directors can be a party to any contract of purchase, sale, or lease with the company except with prior approval from the General Assembly to carry out this transaction (compensatory contracts).
1.5 The company submits an application to the Central Bank to obtain approval for the nomination of the person who will hold the position of Manager Responsible for the Branch. The application is accompanied by the following documents:
1.1.5 A status statement (according to the form prepared for this purpose) attached with the detailed resume of the candidate, clarifying all the work and jobs he has worked in since graduation.
2.1.5 A declaration confirming full dedication to work as a responsible manager for the branch.
3.1.5 A declaration that he has not previously worked as a responsible manager in one of the exchange companies for which a decision was issued to cancel the license granted to it due to violating the instructions of the Central Bank and was directly responsible for the violation.
4.1.5 A certificate stating that no bankruptcy or insolvency judgments, or any crime against honor, have been issued.
5.1.5 A declaration confirming the absence of conflict of interest.
6.1.5 A recent criminal record certificate confirming the absence of recorded criminal judgments.
7.1.5 For former employees of exchange companies, the original higher qualification certificate in one of the related specialties (financial, banking, or accounting sciences) along with an experience certificate of not less than 5 consecutive years, in addition to a statement of insurance periods certified by the Social Insurance Authority.
8.1.5 For former employees of banks, the original higher qualification certificate along with an experience certificate in the banking field of not less than five years. The certificate must be certified by the headquarters of the bank in Egypt or by one of the banks outside Egypt after being authenticated by the Ministry of Foreign Affairs.
9.1.5 Any other documents requested by the Central Bank.
2.5 A decision is made on the application for approving the responsible manager for the branch of the exchange company, and the company is notified of the Central Bank's decision. In case of approval, this is endorsed in the exchange companies register at the Central Bank.
3.5 In case the branch manager is absent from the company for acceptable reasons, he must be replaced by someone who performs his function. The company must notify the Central Bank of the reasons for his absence before he goes absent and of who will replace him, provided that the replacement is approved by the Central Bank to perform this function.
The license granted to an exchange company must be cancelled and the registration deleted from the register in the following cases:
1.6 Stopping the activity without prior approval from the Central Bank.
2.6 Merging into another exchange company without obtaining approval from the Central Bank.
3.6 The company stops fulfilling its obligations, or a declaration of bankruptcy or liquidation is issued.
4.6 Following a policy that would harm the general economic interest or the regulation of the foreign exchange market.
In addition to what was presented, the Governor has the right to cancel the license and delete the registration from the register in case the exchange company violates the licensing conditions or any of the controls contained in these instructions.
No natural or legal person and their related parties are allowed to own shares in the capital of exchange companies except after obtaining prior approval from the Central Bank.
The shareholders must possess integrity, good reputation, and financial soundness. No shareholder or their related parties are allowed to own shares in another exchange company for which a decision has been issued by the Governor to delete it due to violating the instructions of the Central Bank organizing exchange companies.
The exchange company wishing to modify the shareholder structure submits an application to the Central Bank according to the form prepared for this purpose, attached with the following documents:
1.3 A data modification form showing the requested modification to the company's shareholder structure.
2.3 A form stating the request to own shares in the exchange company.
3.3 Approval of the share owner to sell the company's shares in case of transfer of ownership.
4.3 A statement of balances from the Egyptian Clearing, EDP and Central Securities Depository Company regarding the shares purchased by the buyer in all companies in which he participates.
5.5 A commitment to notify the Central Bank in case of any change in the data submitted in the application.
6.3 Any other documents and data requested by the Central Bank.
1.4 A statement of name, address, and identity verification document.
2.4 A copy of the shareholder's educational qualification.
3.4 A recent criminal record certificate for the shareholder.
4.4 A certificate stating that no bankruptcy or insolvency judgments, or any crime against honor, have been issued against the shareholder.
5.4 Bank account statements for a period of not less than 6 months from the date of submission of the application, covering the value of the share in the company.
6.4 A statement of existing credit facilities obtained by the shareholder and his related parties.
7.4 A statement of the names of banks and companies in which he participates directly and indirectly, whether alone or with his related parties.
8.4 The financial evaluation on the basis of which the value of purchasing the shares was calculated.
1.5 A copy of the tax card, articles of association, and commercial register.
2.5 A statement of the issued and paid-up capital, and the ownership structure of the acquiring company up to the ultimate beneficiary.
3.5 A certificate stating that no bankruptcy or insolvency judgments, or any crime against honor, have been issued against the acquiring company.
4.5 A statement of existing credit facilities on the acquiring company and its related parties.
5.5 The financial evaluation on the basis of which the value of purchasing the shares was calculated.
6.5 A copy of the financial statements (individual and consolidated - if any) for the last 3 years and copies of the auditors' reports for them, if any.
7.5 A statement of the names of related parties to the acquiring party, including the names of banks and companies in which he or any of his Board of Directors members or any of its shareholders participate with a percentage exceeding 10% of the issued capital for each, including the percentage and value of the participation.
In case of acquiring a percentage that leads to actual control, the effect of the transaction on competition in the exchange companies sector is studied by the Central Bank according to the instructions issued in this regard.
The Board of Directors of the Central Bank issues its decision regarding ownership or acquisition by rejection or approval, and any conditions and/or corrective procedures that the parties to ownership or acquisition must comply with.
After the Central Bank's approval for the shareholder to own the required percentage, the shareholder completes the procedures for transferring ownership of the shares in the stock exchange, and the company submits an application to the Central Bank to modify the relevant articles of the articles of association.
Any exchange company is allowed to merge into another company, or merge with it to form a new company, provided that prior approval is obtained from the Board of Directors of the Central Bank.
The merging companies must choose a representative to submit an application to the Central Bank to obtain initial approval to proceed with the merger procedures, clarifying the following:
1.2 Reasons for the merger and its objectives.
2.2 The method of merger, its basic conditions, and the schedule for its implementation.
3.2 The name of the proposed financial evaluation office, provided that it is certified by the Financial Regulatory Authority.
4.2 Certified copies of the minutes of the Extraordinary General Assembly meetings confirming approval of the merger for each of the merging companies by the legally required majority.
5.2 A plan to guarantee the rights of employees of the merging companies.
6.2 Any other data or documents requested by the Central Bank.
The effect of the transaction on competition in the exchange companies sector is studied by the Central Bank according to the instructions issued in this regard.
The Board of Directors of the Central Bank issues its decision regarding the merger by rejection or approval, and any conditions and/or corrective procedures that the merging companies must comply with, in addition to approval of the proposed financial evaluation office.
The financial evaluation office prepares a report on the results of the comprehensive due diligence of the merging companies, and the Central Bank has the right to request any data in this regard.
Representatives of the companies that have obtained initial approval to proceed with the merger procedures must submit an application to the Central Bank to obtain final approval, accompanied by the following documents or the articles of association of the new company:
1.6 Draft articles of association of the merging company, modified or the articles of association of the new company.
2.6 A copy of the auditors' report, attached with the last audited annual financial statements (individual and consolidated - if any) for each of the merging companies before the General Assembly decision of each company to approve the merger.
3.6 The financial evaluation office's report.
4.6 A copy of the merger contract, including the name of the merging company in case of modification or the name of the new company resulting from the merger.
5.6 The procedures taken to exit shareholders who object to the merger process.
6.6 Procedures regarding employees in the merging company or companies and how to guarantee their rights.
7.6 In case of merger by forming a new company, the necessary documents must be attached to the application (from item First, Final Licensing and Registration mentioned in item 2 of these instructions).
8.6 Any other data or documents requested by the Central Bank.
The Central Bank approves the modification of the articles of association of the company after completing the merger process.
The company publishes the Central Bank's decision approving the merger in the Official Gazette within ten days from its date.
1.1.1 Buying and selling foreign currency for the company's account.
2.1.1 Selling what the company has and buying what it needs of convertible currencies through the bank contracted with it to announce prices, in accordance with the prevailing rules regarding exchange rates of currencies against the Egyptian pound within interbank operations.
3.1.1 Dealing in cash within the company's headquarters and branches and with customers present inside them.
4.1.1 The company is allowed to deal in foreign currencies that it accepts for its own account and under its responsibility, provided that it provides the contracted bank with prices for these currencies, except for foreign currencies for which a decision has been issued by the Central Bank to stop dealing in them.
1.2.1 Conducting any other activity other than exchange activity or performing any banking work, including making transfers to and from abroad.
2.2.1 Conducting any transactions outside the company's premises, except for transferring amounts in foreign currency or Egyptian pounds from the company to one of its branches and vice versa, or from an exchange company to the contracted bank, provided that the dealing is based on receipts issued by the company and all operations are recorded in registers or automated systems prepared for this purpose.
3.2.1 Lending or borrowing in the name of the company or mortgaging its assets for the account of others. The company's activity financing is limited to its own resources from shareholders' equity without relying on any other resources.
4.2.1 Holding deposits or trusts in any form, whether cash or in kind, or counting and sorting money for the account of others.
5.2.1 Accepting cash amounts in Egyptian pounds or foreign currency and holding them within the company's premises pending the provision of the equivalent of these amounts.
6.2.1 Refusing to buy and sell for customers as long as there is a balance of the currency sufficient to complete the transaction.
1.2 Keys to safes must be kept at the company's headquarters and branches throughout the period of conducting the activity.
2.2 The responsible manager for the branch must sign inventory minutes, whether the results of the inventory are matching or not.
3.2 There must be a treasury register that proves the amounts received from cashiers and their signatures, and the signature of the treasury manager on those amounts and the balances of each currency at the beginning and end of each working day.
4.2 The company's funds must be kept within the company's headquarters and branches through which the activity is conducted, with the necessity of taking the necessary procedures to secure the funds within the premises. It must be ensured that transactions carried out between the headquarters and the company's branches are supported by documents in both the headquarters and the branch.
5.2 Complete separation must be observed between the company's activity and other activities owned by the company's shareholders, which must be carried out outside the scope of the company's registers, safes, and premises. In case any documents or funds are found within the company's premises, they are considered part of the company's operations.
1.3 The company is not allowed to determine buying and selling prices for foreign currency.
2.3 The company is obliged to agree with the bank holding...
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