Rule · BCRA · 2 Sep 1994 · A 2241
The Central Bank of the Republic of Argentina approves Circular CREFI-2, replacing the previous CREFI-1 series to regulate the creation, operation, and expansion of financial entities. The circular establishes three categories for commercial banks (retail, wholesale, and second-degree) with distinct capital and operational requirements, mandates performance guarantees for officials subject to sanctions, and aligns regulations for foreign branches with those for national entities. Financial institutions must comply with these new requirements by December 31, 1994, while existing closed branches may be reactivated under specific transitional rules.
BANCO CENTRAL DE LA REPÚBLICA ARGENTINA
COMMUNICATION "A" 2241 02/09/94
TO FINANCIAL ENTITIES:
Ref.: Circular CREATION, OPERATION AND
EXPANSION OF FINANCIAL ENTITIES.
CREFI - 2.
We address you to inform you that on 25.8.94 Resolution N.671 was approved, the grounds for which are transcribed below:
Through Resolution No. 90 of 16.2.94 this Body ordered the creation of a Working Group for the purpose of reviewing and drafting new ordered texts of the regulations for financial entities, as well as the corresponding information regimes.
According to the schedule provided in that resolution, the task began with the ordering of the provisions contained in Circulars CREFI - 1 (Communication "A" 46) to CREFI - 1 - 37 (Communication "A" 2227).
From the analysis of the proposal made by the aforementioned Working Group, it has been considered appropriate to introduce changes to the current regulation, the main ones being those highlighted below:
2.1. Scope and validity of the regulations.
It is established that the requirements demanded for the creation, transformation, merger or expansion of financial entities must be complied with at all times during the life of the entity, and non-compliance shall be grounds for revocation of the authorization to operate. The validity of the modifications extends to all financial entities already constituted, with the exception of the regulation on minimum capital. To facilitate compliance with the new requirements, in the operative part of this resolution, the deadline for the deadline for compliance is established as December 31, 1994.
2.2. Categories of commercial banks.
In this matter, three categories of commercial banks are distinguished (retail, wholesale, and second-degree), establishing the operational conditions under which they will develop their activities and differential minimum capital requirements, according to their specialization.
2.3. Treatment of applications for the installation of branches of foreign financial entities in the country.
Executive Decree 146/94 defined that the treatment to be given to a foreign capital financial entity must be the same as that of a national financial entity. This has led to adapting the regulation in various aspects, one of which is that the installation of branches of foreign financial entities in the country will have basically the same regime as the opening of new national capital financial entities, with the addition of some requirements on prudential and supervision norms that must be similar to those used by the Central Bank of the Republic of Argentina. Likewise, the provisions on "Reciprocity" and "Favoring financial and commercial relations with the outside" are eliminated.
2.4. Creation and transformation of new financial entities.
2.4.1. It is established the requirement that all officials of a financial entity, who may be subject to monetary sanctions by virtue of article 41 of Law No. 21.526, constitute a performance guarantee.
2.4.2. The financial entity to be created must constitute a legal domicile in the Federal Capital. This domicile will allow the Central Bank to litigate in the courts of the Federal Capital, proroguing judicial competence, except in cases of bankruptcy and verification of credits.
2.4.3. Current and future shareholders of financial entities must inform about shareholdings in all companies (financial or non-financial) in which their participation exceeds 5% of the capital.
2.5. Installation of subsidiaries of financial entities.
2.5.1. With the establishment of free opening of subsidiaries, and having no licensing fees, it is considered unnecessary to maintain the regime for reopening closed branches.
Nevertheless, the licensing of those whose deadline for reopening (in the same place or relocated) has not expired will be admitted, in accordance with the terms of said regime.
2.5.2. References to the categories (I to V) in which the offices of financial entities are installed are eliminated. Nevertheless, the capital requirements are maintained for the purpose of comparing them with those required according to risk assets.
By suppressing the categories, there is no need to have a regime for relocating offices, so it is also eliminated.
2.6. Installation of representation offices abroad by financial entities constituted in the country.
The procedures to be carried out by entities are simplified, eliminating the need to have experience in foreign exchange and foreign trade.
2.7. Participation of financial entities constituted in the country, in foreign financial intermediaries:
2.7.1. The basic condition is fixed as the existence in the country of destination of the investment of prudential norms and supervision accepted by the Central Bank.
2.7.2. Financial entities are required to report the real domicile in which the corporate books will be deposited.
2.8. Modification in the share composition of financial entities.
2.8.1. A specific regulation is incorporated that contemplates the offers that financial entities make in stock exchanges in the country or abroad. When this operation may give rise to a change in the classification or control of the entity, it is required that the share offering prospectus inform that the purchase offers are made "ad referéndum" of the Central Bank, which may or may not accept them.
2.8.2. Significant modifications in the share composition of legal persons with domicile abroad, which directly or indirectly control financial entities constituted in the country, must be notified.
2.9. Representatives of foreign financial entities not authorized to operate in the country:
A broad criterion is accepted for the granting of authorizations to act as representatives of foreign entities, but they are required to have a more strict information regime than currently in force, which consists of presenting annually the balance sheet of the represented entity and complementary monthly information, regarding the volume and nature of the operations carried out through their management. It will not be necessary to comply with this additional information when the represented entity is subject to a consolidated supervision system.
Likewise, the projected text has been made known to the associations that gather financial entities, receiving those suggestions that have been considered appropriate.
In another order, the drafting of the future Circular CREFI - 2 harmonizes with the current economic policy of adapting the functioning of the financial system to the conditions of opening and competition, deregulating financial activities to facilitate the reduction of intermediation costs to a level compatible with those existing in the international market.
Consequently, from the entry into force of the new regulation, the regulations currently incorporated into Circular CREFI 1 will be without effect, except those that result applicable for the consideration of pending applications.
For the above,
THE BOARD OF DIRECTORS OF THE CENTRAL BANK OF THE REPUBLIC OF ARGENTINA RESOLVES:
1- Approve the text of Circular CREFI - 2 included in the annex, which forms an integral part of this resolution.
2- Repeal the provisions contained in Circulars CREFI - 1 (Communication "A" 46 of 20.7.81) to CREFI - 1 - 37 (Communication "A" 2227 of 15.7.94).
3- Admit the licensing of the subsidiaries that financial entities have closed under the reopening and/or relocation regime (Communication "A" 1909, modifying and complementary), at the date of entry into force of the new regulation. The respective licensing, which must be carried out within the period established in said regime, will be carried out prior to communication to the Superintendence of Financial and Currency Entities, with an advance of at least 30 (thirty) days from the date scheduled for its reopening.
4 - Admit that financial entities may use the procedure established in point 6.7., Section 6., Chapter I of Circular CREFI 2, regarding the guarantees that may be required of persons included in points 6.3.1. and 6.3.2.1. who are in exercise of their functions at the date on which this resolution is disseminated. The amortizations of the amounts imputed to the pertinent account will be carried out based on the number of months remaining until the end of the current mandates. In the event of renewal of those mandates, the franchise referred to in the first paragraph of this point may not be used.
5 - Establish that financial entities in operation at the date of this resolution will have until December 31, 1994, as the deadline to comply with the requirements established in Chapter I, Sections 1. (point 1.1.) and 6. of Circular CREFI - 2.
Likewise, we inform you that formulas 1113, 2522, 2906, 2906 B, 3867 and 3887 that are cited in the annex to the present will be available at this Central Bank from the 6th of the current month.
Finally, it is clarified that in all cases where deadlines expressed in days are established, these must be considered as running days.
We salute you very attentively.
Daniel R. Mira Castets Eugenio I. A. Pendas
Deputy Manager of Authorization of Superintendent of Financial Financial Entities and Currency Entities
ANNEX
Circular CREFI - 2 Annex to Com."A" 2241
CREATION, OPERATION AND EXPANSION OF FINANCIAL ENTITIES
CHAPTER I - Installation, merger and transformation of financial entities.
CHAPTER II - Installation of subsidiaries of financial entities in the country and abroad.
CHAPTER III - Installation of representation offices abroad by financial entities constituted in the country.
CHAPTER IV - Participation of financial entities constituted in the country in foreign financial intermediaries.
CHAPTER V - Modification in the share composition of financial entities.
CHAPTER VI - Representatives of foreign financial entities not authorized to operate in the country.
CHAPTER I
INSTALLATION, MERGER AND TRANSFORMATION OF FINANCIAL ENTITIES
SECTION 1. Installation of new entities.
SECTION 2. Merger of financial entities.
SECTION 3. Transformation of financial entities.
SECTION 4. General provisions.
SECTION 5. Background of promoters, founders, directors, administrators, members of
the supervisory boards, auditors or managers.
SECTION 6. Performance guarantee.
Chapter I, Section 1. Installation of new entities.
This regulation shall cover applications to install commercial banks, investment and mortgage banks, financial companies, savings and loan associations for housing or other real estate and credit unions.
Commercial banks are distinguished in:
The requirements established for the installation of financial entities must be observed permanently, and non-compliance may be considered grounds for revocation of the authorization to operate. This requirement must also be satisfied by entities already constituted, except in matters of minimum capital.
1.1. General conditions.
1.1.1. When the Central Bank considers the application for authorization, it will evaluate the convenience of the initiative, the characteristics of the project, the general and particular
conditions of the market and the background and responsibility of the applicants and their experience in the financial activity.
In the case where the applicant is a foreign financial entity that operates under the authorization extended by another country's authority, in addition to the aforementioned conditions, the regulations in force in that country and the scope of the supervision regime to which it is subject will be taken particularly into account.
1.1.2. The majority of promoters and founders, and all directors or counselors and managers of the entity must demonstrate suitability and prior experience related
to the financial activity. Their background will be weighted taking into account the degree of technical and professional training and the hierarchy and importance of the management developed in the field of financial business.
The expression managers includes those
1.4.1.6. All requirements regarding the commencement of activities of new financial entities must be met no less than 30 (thirty) days prior to the scheduled opening date, notifying the Superintendence of Financial and Exchange Entities of such circumstance so that it may issue a ruling on the matter.
1.4.2. Failure to comply within the established terms with any of the provisions of these rules shall result in the cancellation of the granted authorization.
1.4.3. The authorized entity must be enabled for public service within a period of one year, counted from the date of the corresponding authorizing resolution, prior to payment of the fee of $ 350,000 (three hundred fifty thousand). If this period expires without the entity having been enabled, the authorization to establish the entity shall become void, and the proceedings shall be archived without further procedure.
For the purposes of these provisions and the regulations issued by the Central Bank, it is considered that a financial entity begins to operate on the day it starts presenting its services to the public, in the premises enabled for that purpose.
1.5. Official or mixed entities of the Nation, the provinces, or municipalities.
The preceding rules are applicable to the creation of financial entities of that character, insofar as they are compatible with their nature.
1.6. Branches of foreign entities.
For the installation in the country of branches of foreign financial entities, the requirements and conditions provided for the establishment of new financial entities apply insofar as they are compatible with the nature of these entities, and additionally:
1.6.1. That the country where the financial entity that directly or indirectly -through a subsidiary- controls the local financial entity is located has implemented a system of consolidated supervision -to the satisfaction of the Superintendence of Financial and Exchange Entities- through which it assumes the surveillance of liquidity and solvency, evaluating and controlling risks and patrimonial situations in a consolidated manner, and that the relevant information is accessible to that Superintendence.
1.6.2. With the pertinent request for authorization, the following certified, legalized documentation, and with its respective translation performed by a public translator, in case it is not in the national language, must accompany the request:
1.6.2.1. Power of attorney, letter of attorney, or instructions given to the representative designated in our country to manage the requested authorization.
1.6.2.2. Statutes, contract, law, decree, or organic charter that governs the operation of the requesting entity in the country of origin.
1.6.2.3. Note through which it must inform the deposit guarantee regime existing in the country of origin and its eventual scope for those constituted in the Argentine Republic.
1.6.2.4. Note through which the supervisory bodies of the parent company express a favorable opinion on the opportunity and convenience of installing a branch in the country.
1.6.2.5. Main regulations (consolidation, liquidity, solvency, risk concentration, and liquidation or bankruptcy regime). The Superintendence of Financial and Exchange Entities may dispense with this requirement when there is prior information on the matter.
1.6.3. Once the authorization is granted and without prejudice to compliance with the requirements established in point 1.3. of this regulation that are compatible with its nature, the requesting entity must deliver to the Superintendence of Financial and Exchange Entities, prior to the enabling of the branch, proof of having complied with the provisions of article 118 of Law No. 19,550.
1.6.4. The branches of foreign entities that are authorized must effectively and permanently deposit in the country the capitals corresponding according to the regulations in force and are subject to Argentine laws and courts.
1.7. Additional Information
1.7.1. Starting from December 1994, financial entities constituted in the country must provide the Superintendence of Financial and Exchange Entities with a detail, according to the model that will be established at the appropriate time, regarding companies or entities of the country or abroad linked to shareholders who hold 5% or more of the share capital and/or of the total votes of instruments with voting rights issued by the financial entity and of companies or entities of the country or abroad linked to the directors of the entity. Those companies shall be included even if they do not operate with the entity, using for the purpose of establishing the existence of linkage the definitions contained in the relevant regulations. The situation will be supplied as of June 30 and December 31 of each year, no later than July 31 and January 31 of the following year.
In addition, changes in participations will be reported within 30 (thirty) days of their occurrence when at any time during the calendar semester transactions determine the possession of percentages higher than 5%, even if they are not reached at the end of that period. In these cases, the Superintendence may require, if it deems it justified, the presentation of the aforementioned information.
In the case of entities whose shares are included in the regime of public offer, the information on companies or entities of the country or abroad linked to holders of 5% or more of the share capital and/or of the total votes of instruments with voting rights issued by the entity, must be provided only when it is verified that as of June 30 or December 31 the participation has been maintained for a period greater than 6 (six) months. This will be applicable when it concerns persons who exclusively acquire the status of shareholders through transactions carried out with the securities offered publicly and provided that the participation does not grant control or controlling influence.
1.7.2. Financial entities must require each of the shareholders of the country or abroad or, in their case, group of shareholders that control them -as defined in the relevant regulations-, to prepare consolidated semi-annual balance sheets of the group or economic unit they form, with a public accountant's report. These balance sheets must be presented to the Superintendence of Financial and Exchange Entities within 120 (one hundred twenty) days of the conclusion of the semesters, except for the exceptions determined by the Superintendent. This provision will be in effect regarding semi-annual closures that operate from December 31, 1994.
The preceding information requirement is not applicable when the shareholders or group of shareholders have the status of a financial entity of the country or abroad, provided that in the country of origin there is a consolidated supervision regime.
In the case of consolidated accounting statements of groups from abroad, it will be required that they be audited by firms of recognized prestige.
Chapter I, Section 2. Merger of Financial Entities.
2.1. General Conditions.
2.1.1. The merger that involves a financial entity with another or others of the same or different class, will be subject to the authorization of the Central Bank. In that agreement, it must be stated that it is "ad referéndum" of the corresponding general assemblies of shareholders and of the authorization of this Bank.
2.1.2. The entity resulting from the merger or the one that absorbs another must present an economic-financial structure that, in the judgment of the Central Bank, makes it feasible to authorize the implementation of the project. In the case that additional capital contributions are required, it must present the information contained in point 4.2.3. of this Chapter.
2.1.3. The entities participating in the merger must have the Magnetic Support Information Regime (RISMA) updated, as well as those corresponding to technical regulations and the minimum cash status.
2.2. Information to be provided with the requests.
2.2.1. With the requests for authorization, the following information and documentation must accompany them:
2.2.1.1. Reasons underlying the initiative;
2.2.1.2. Copy of the minutes corresponding to the meetings of the boards of directors, supervisory councils, or administration of the entities that plan to merge, in which it was approved;
2.2.1.2.1. The report that certifies the legal, technical, and economic-financial feasibility of the project, the possibility of integrating the minimum patrimonial responsibility in due time if applicable, and the administrative and functional organization of the entity resulting from the merger. A complete copy of this report will be sent to the Superintendence of Financial and Exchange Entities.
2.2.1.2.2. The designation of the representatives to sign the merger commitment.
2.2.1.3. Copy of the merger commitment.
2.2.1.4. Constitutive act and statute by which the society resulting from the merger will be governed, or project of reforms to be introduced to the statute of the incorporating society in case it is a merger by absorption.
2.2.1.5. Individual balances of the intervening societies and consolidated, accompanied by external audit report.
2.2.1.6. Consolidation of the states inherent to the regulations established in matters of liquidity and solvency by the provisions that are in force.
2.2.1.7. List of the future members of the governing, administrative, and control bodies of the society resulting from the merger or of the incorporating society, if applicable, and personal data of each of them, recorded in formula 1113, unless it concerns persons whose data are already in the possession of the Superintendence of Financial and Exchange Entities. Likewise, they will accompany the Certificates of Judicial Records referred to in point 1.2.2.7. of this Chapter.
2.2.1.8. List of the shareholders of the society resulting from the merger or of the incorporating society, indicating their domiciles, nationality, and respective participations, when these exceed 2% of the capital and/or votes.
2.2.1.9. Establishment where the headquarters or main office of the resulting or incorporating entity will function, clarifying, in addition, if the remaining offices will continue to operate once the merger is completed or if their closure will be proceeded with. In the first case, the category that will be assigned to each office must be informed.
2.3. Other Conditions.
The authorizations granted for the merger of entities are conditioned to the compliance, within the deadlines established by the respective resolutions, of the following requirements:
2.3.1. Approval of the merger agreement, constitution of the resulting entity or of the reforms to the statute of the incorporating society, and dissolution of the merged societies that correspond, by the respective general assemblies of shareholders.
2.3.2. Obtaining the conformity by the competent governmental authority and registration in the Public Commerce Registry of the definitive merger agreement and of the statute by which the resulting society will be governed or of the reforms introduced to the statute of the incorporating society. In the case of cooperatives, approval and registration by the authority of application of Law 20,337.
In the cases of mergers that do not result in the constitution of a new society, the compliance with this condition may be verified within the period established in the respective resolution after the date on which the merger is carried out.
2.3.3. Full compliance with any other condition or requirement determined in the authorization resolution.
2.3.4. All requirements must be met no less than 30 (thirty) days prior to the scheduled date for the commencement of activities of the entity resulting from the merger, notifying such circumstance to the Superintendence of Financial and Exchange Entities so that it may issue a ruling on the matter.
2.4. Transfer of Goodwill.
The rules relative to the merger of financial entities will govern, insofar as they are compatible, for the transfer of goodwill of the entities.
Chapter I, Section 3. Transformation of Financial Entities.
3.1. Request for Authorization.
Financial entities in operation that plan to transform their class must request authorization from the Central Bank, in accordance with these regulatory norms.
3.2. Conditions.
3.2.1. Have the minimum responsibility established by the regulations in force fully integrated and integrate the minimum capital fixed in point 1.3.1. of this Chapter.
3.2.2. Not have registered deficiencies subject to the maximum charge rate in the integration of the cash reserves established by the Central Bank, in the six months prior to the month of the date on which the pertinent requests for authorization are presented and until the last state on file with this institution on the date of the resolution, nor that the periods of such deficiencies sum three consecutive months within the term of the twelve prior to the date of the presentations.
3.2.3. Be framed in the other liquidity and solvency norms established by Law No. 21,526 and its regulatory provisions.
3.2.4. Not be affected by liquidity, solvency, risk, and profitability problems, nor be subject to regularization and sanitation plans.
3.2.5. Not have been observed, through the information or inspection regimes, the assumption of risks higher than normal that could compromise their patrimony or third-party resources.
3.2.6. Not present organization problems nor be foreseeable that they will be generated by the projected expansion.
3.2.7. Have the Magnetic Support Information Regime (RISMA) updated, as well as those corresponding to technical regulations and the minimum cash status.
3.3. Information to be provided with the requests
3.3.1. The entities must accompany, along with the request, a copy of the minutes of the extraordinary shareholders' meeting in which the transformation project "ad referéndum" of the authorization of the Central Bank was approved, certified by a public notary, and a report approved by its respective board of directors or administration council that considers the following aspects:
3.3.1.1. Foundations on which the initiative to adopt the new institutional class chosen is based and description and evaluation of the project.
3.3.1.2. Modifications to be introduced in its administrative, functional, and accounting organization, to adapt it to the requirements of the new institutional type.
3.3.1.3. Demonstration of the possibilities to integrate, within the established period, the minimum patrimonial responsibility fixed in point 1.3.1. of this Chapter, corresponding to the institutional class that is proposed to adopt, formulating, if appropriate, the respective framing program and individualizing the shareholders who will integrate the additional capital and their respective participations, in which case the documentation recorded in point 4.2.3. of this Chapter will be accompanied that accredits the necessary solvency and liquidity for those purposes.
3.3.1.4. Project of reforms to be introduced in its social statute.
3.4. Other Conditions.
The authorizations granted will be conditioned to the compliance, within the deadlines established by the respective resolutions, of the following requirements:
3.4.1. Obtaining the conformity of the reforms introduced to the social statute by the competent governmental authority and its registration in the Public Commerce Registry.
In the case of cooperatives, the approval and registration in the registry by the authority of application of Law No. 20,337.
3.4.2. Sending to the Superintendence of Financial and Exchange Entities the personal data and records of the managers, unless it concerns persons whose information is already in its possession.
3.4.3. Starting from the date of the authorization and until the commencement of activities in the new class, quarterly sending to the Superintendence of Financial and Exchange Entities within the first fortnight of the expiration of each quarter, an informational review regarding the compliance of each of the established conditions.
3.4.4. Compliance with any other condition or requirement determined in the respective authorization.
3.4.5. All requirements related to the transformation must be met no less than 30 (thirty) days prior to the date of initiation of activities in the new class, notifying such circumstance to the Superintendence of Financial and Exchange Entities so that it may issue a ruling on the matter.
At that time, a certification extended by its external auditor and its signature countersigned by the Professional Council of Economic Sciences must be accompanied, in order to demonstrate that the minimum patrimonial responsibility corresponding to the new class is met in accordance with the pertinent regulatory norms, in the terms of the following text:
"I certify that the detail of the items that make up the patrimonial responsibility of ...................., coincides with the annotations of the main and auxiliary accounting of the entity at ............ and that its imputation, in addition to responding to generally accepted technical accounting principles, conforms to the definition of the concept 'Patrimonial Responsibility' determined by the Central Bank of the Argentine Republic".
Chapter I, Section 4. General Provisions.
4.1. Deadline for Compliance with Procedures.
4.1.1. In the cases of requests for installation, merger, and transformation of entities that are not presented fully adjusted to these basic norms, the integral adjustment of the requests to said norms will be required by registered letter with receipt acknowledgment, fixing for this purpose the deadline of 30 (thirty) days.
4.1.2. The requests will not be considered as such until the information has been completed and the requirements provided by these norms have been satisfied within the period fixed in the previous point.
If the requested compliance is not met after said term, the presentation will be automatically archived.
4.1.3. The requests will be considered constituted once 120 (one hundred twenty) days have elapsed since the conditions established in points 4.1.1. and 4.1.2. are verified, if the Central Bank does not express opposition. Nevertheless, said period may be extended if circumstances prevent adopting a resolution.
4.2. Information to be produced by financial entities authorized to transform or merge.
Financial entities must proceed -according to their situation- in accordance with the following:
4.2.1. Entity authorized to change class (transformation):
In these cases, total continuity is considered. Consequently, when the commencement of activities of the new entity does not occur on the first day of the month, it must send to its name the information required by the Superintendence of Financial and Exchange Entities considering globally all operations of the month under report, that is, both those corresponding to it and those of its predecessor. Likewise, according to this criterion of continuity, the entity operating in the new class must present the general balance sheet on the respective closing date.
4.2.2. New entity resulting from the merger of other financial entities:
Financial entities authorized to merge must continue to prepare and send to the Superintendence of Financial and Exchange Entities, until the month prior to that in which the new entity begins to function, the monthly and general balances that correspond, and the remaining information regime established by the Central Bank.
Upon initiating its operations, the new entity will proceed to:
4.2.2.1. Present to the Superintendence of Financial and Exchange Entities the closing balance sheets of individual accounts to the day prior to that date and the opening of the new entity. Subsequently, at the end of each calendar month, including the opening month, the new entity must present the monthly balances in accordance with the regulations in force.
4.2.2.2. Send to the Superintendence of Financial and Exchange Entities at the close of the month of initiation of activities, the remaining information regime, consolidating the data of its predecessors corresponding to the concepts that integrate the different information, during the period comprised between the first day of that month and the day prior to the date on which it began to operate. In the subsequent periods, they must continue to observe the respective provisions for the purpose of sending the corresponding statements.
The balances of the different concepts comprising the income accounts of the predecessor entities must be consolidated by the new entity in the pertinent rows of the accounting statements, which the latter must present at the close of its first monthly period after the date of initiation of activities.
In another order, if the new entities undergo closures of exercises of irregular duration, the update of the residual value of the assets and their respective amortizations must be carried out as if they were complete exercises, provided that the assets subject to revaluation are incorporated into the entity's patrimony at the beginning and at the end of the irregular exercise.
Finally, it is highlighted that the new entity must conserve for the periods established by the legislation in force all the documentation and records of the accounting registrations of its predecessors.
4.2.3. Additional Information Related to the Integration of Capitals in Cases of Creation, Merger, and Transformation of Financial Entities.
4.2.3.1. To determine unequivocally the legitimacy of the resources destined to integrate the capitals, the promoters and shareholders of new financial entities and the shareholders in cases of merger or transformation into others of a different class that have established a higher minimum patrimonial requirement, must present to the Superintendence of Financial and Exchange Entities the elements of judgment mentioned below, along with the respective request for authorization.
4.2.3.2. Natural Persons
4.2.3.2.1. Complete declaration of assets, in formula 1113, corresponding to the month immediately prior to the presentation to the Superintendence of Financial and Exchange Entities, and list of the financial entities with which they operate, indicating in what capacity:
account holder, borrower, etc.
The declaration of assets must be made analytically, accompanied by documentation that proves the origin and ownership of the reported assets. At a minimum, the following items must be disclosed:
ASSETS a) LIQUIDITY
LIABILITIES:
a) MORTGAGE CREDITORS (detail of the encumbered asset, name of the creditor, rank, payment method, maturity, amount). b) PLEDGE CREDITORS (detail of the encumbered asset, name of the creditor, payment method, maturity, amount). c) DEBTS WITH FINANCIAL INSTITUTIONS (detail institution, headquarters or branch, maturity, amount, and guarantee). d) ACCOUNTS PAYABLE (name of the creditor, reason for the debt, maturity, amount, and guarantee). e) OTHER DEBTS (detail).
DECLARATION OF RESOURCES: (corresponding to the last twelve months). Net income from securities ..........................$ Net income from rentals..............$ Net income from leasing.....................$ Salaries (indicate employment, position, seniority) ..............................................$ Fees and other remuneration (detail) ....................................$ Other income (detail)...................$ If the analytical declaration of assets does not reveal the existence of sufficient liquid funds to make the capital contributions, a declaration closely related to the patrimony or income must be presented, detailing how the appropriation of funds will occur.
4.2.3.2.2. Photocopy of the last sworn tax return presented to the General Tax Directorate for Income Taxes, on Assets, on Personal Assets not incorporated into the Economic Process, and for the taxes that replace them.
4.2.3.3. Legal entities.
Certification issued by a public accountant, stating that the company has the necessary liquidity to meet the obligations arising and the origin of such liquidity when it does not come from income from the sale of assets. In the event of having irrevocable contributions on account of future capital integrations, they must inform about the procedures carried out or to be carried out for their capitalization, and additionally, they will present Form 1113 corresponding to the persons who have made the contributions. If at the time of submission of the application the company did not have sufficient liquid amounts to complete the capital contributions, they must indicate the assets they will make to obtain them. At the time of each integration, a certification issued by a public accountant must be attached.
Chapter I, Section 5. Background of promoters, founders, directors, administrators, members of supervisory boards, auditors, or managers.
Form 1113.
Chapter I, Section 6. Performance Guarantee.
6.1. Directors, administrators, members of supervisory boards, auditors, and managers must offer a performance guarantee. The guarantee will remain in effect until 2 (two) years have elapsed, counted from their separation, unless the provisions of point 6.5. of this Section apply, in which case the cited term will be up to 6 (six) years. The Superintendent of Financial and Currency Entities, at the request of the interested party, may reduce the cited term taking into account reasons that justify it and considering among other elements, the rating assigned to the entity.
6.2. Such guarantee may consist of:
6.2.1. Deposit in caution of cash in pesos or US dollars at the Central Bank.
6.2.2. Deposit of national public securities at Caja de Valores S.A. in the name of the aforementioned and to the order of the Central Bank and pledged in favor of that Institution. They will be valued at the market quotation (weighted average of immediate spot market quotations of the Buenos Aires Stock Exchange on the last business day prior to the deposit or, if no operations occurred, of the Electronic Open Market). In the event that, due to a decrease in the price of the securities offered as guarantee, an impact on the value of the guarantee greater than 5% is registered, the difference must be replenished within a period of 48 business hours.
6.2.3. Bond from a financial entity other than the one in which they hold a position of the nature indicated in this section. A bond from a foreign bank included in the highest quality categories for investment ("investment grade"), according to the rating granted by an international risk agency (Moody's Investors Service, Standard & Poor's Corporation, or equivalents), will also be accepted. Upon the cessation of operations of the financial entity granting the bond, the immediate replacement of said guarantee must be proceeded with.
6.3. It must be constituted within 10 (ten) days from the date on which the respective positions are assumed and for the following amounts:
6.3.1. $ 50,000.- (fifty thousand pesos) for each of the following persons:
6.3.1.1. Directors and members of the supervisory boards of entities constituted as a joint-stock company or mixed economy, limiting in entities with state participation (national, provincial, or municipal) to those who serve on behalf of private capital.
6.3.1.2. Auditors of entities constituted as a joint-stock company or mixed economy, limiting in entities with state participation (national, provincial, or municipal) to those who serve on behalf of private capital.
6.3.1.3. Those who exercise representation in the country with sufficient powers according to Argentine Law, of branches of foreign financial entities.
6.3.2. $ 25,000.- (twenty-five thousand pesos) for each of the following persons:
6.3.2.1. Auditors and members of the administration boards of entities constituted as a cooperative or civil association.
6.3.2.2. Those included in the definition of the expression managers referred to in point 1.1.2. of this Chapter.
6.4. The persons included in points 6.3.1. and 6.3.2.1. must constitute additional guarantees to the amounts mentioned in the previous point, when the accumulated amount of the guarantees of those persons is less than that resulting from the following scale:
| Computable Net Worth | Minimum Amount of Guarantee |
|---|---|
| Up to 10,000,000 | 200,000 |
| More than 10,000,000 to 30,000,000 | 200,000 plus 1% on the excess over 10,000,000 |
| More than 30,000,000 to 100,000,000 | 400,000 plus 0.5% on the excess over 30,000,000 |
| Greater than 100,000,000 | 750,000 plus 0.2% on the excess over 100,000,000 |
The necessary complement to be constituted to reach the minimum amount above will be distributed proportionally for each of the persons included.
In no case will the resulting amount exceed $ 200,000 (two hundred thousand) pesos per person.
This guarantee must be integrated within the month following the closing of the monthly accounting statements that determine that obligation.
6.5. The amounts established in points 6.3. and 6.4. will be increased when, in the course of supervision, it appears that norms and regulations have been violated that could give rise to the application of monetary sanctions, as provided in article 41 of Law No. 21,526. The Superintendence of Financial and Currency Entities will determine the amount of the additional guarantee and require its constitution within the period it fixes.
6.6. The failure to constitute the guarantees referred to in this Section, under the terms and for the amounts established, will result in the persons included ceasing their respective functions within 72 hours following the expiration of that period.
6.7. The guarantees referred to in point 6.3.2.2. may be constituted by financial entities, on behalf of the obligated persons, reflecting them as losses in the income statement. In the case where the alternatives provided in points 6.2.1. and 6.2.2. are used, it may be opted to account for the losses in the account "Organization and development expenses - non-deductible for the determination of computable net worth" (Code 210013).
CHAPTER II
INSTALLATION OF BRANCHES OF FINANCIAL ENTITIES IN THE COUNTRY AND ABROAD
SECTION 1. Requirements that financial entities must meet.
SECTION 2. Information to be provided with authorization requests to install operational branches abroad.
SECTION 3. Authorization
SECTION 4. Conditions to which the licenses will be subject.
SECTION 5. Relocation and closure of branches in the country.
SECTION 6. Installation of administrative dependencies and non-operational annexes in the country.
SECTION 7. Installation of dependencies destined to provide certain services.
SECTION 8. Installation of dependencies in client companies of financial entities.
SECTION 9. Installation of automated teller machines.
SECTION 10. Licensing of branches by official financial entities of the provinces and municipalities in their respective jurisdictions.
SECTION 11. Notice and request for authorization to install a branch in the country.
SECTION 12. Commencement of activities of a financial entity and branch. Relocation (headquarters, parent, or branch).
Chapter II, Section 1. Requirements that financial entities must meet.
Financial entities may request authorization to install operational branches in the country or abroad, for which purpose they must meet the following requirements:
1.1. Have the minimum responsibility established by the provisions in force fully integrated, computing the net equity according to standards.
1.2. Those contained in points 3.2.2. to 3.2.7. of Chapter I.
1.3. Have a rating from the Superintendent of Financial and Currency Entities of 1, 2, or 3.
1.4. Requests to install branches within the country must be submitted through Form No. 2906 B.
Chapter II, Section 2. Information to be provided with authorization requests to install operational branches abroad.
In authorization requests, the following data must be recorded with the greatest breadth:
2.1. Information regarding the current regulatory regime of the financial system in the country where the installation and operation of the dependencies is projected.
2.2. Foundations on which the initiative is based and information gathered regarding the convenience of establishing the dependency abroad.
2.3. Feasibility studies and surveys conducted, statistical data, etc.
2.4. Action plan to be developed, indicating the operations or activities projected to be carried out.
2.5. Functional, administrative, and technical accounting scheme.
2.6. Background of the persons responsible for the projected dependency and estimated number of personnel to be occupied.
2.7. Initial capital to be assigned to the branch.
2.8. Estimation of the investments required for the startup of the service and the monthly expenses projected for the first year of operation.
Chapter II, Section 3. Authorization.
3.1. The Central Bank will decide on the opportunity and convenience of granting authorization requests, weighing the characteristics of each project.
3.2. Authorization requests that are not presented in full compliance with the provisions of point 1.4. of Section 1 and Section 2, both of this Chapter, will not be processed, a circumstance that will be brought to the knowledge of the respective entities.
3.3. Requests will be considered compliant once 120 (one hundred twenty) days have elapsed from the verification of the conditions established in point 3.2., if the Superintendent of Financial and Currency Entities does not express opposition. Nevertheless, said period may be extended if circumstances prevent adopting a resolution.
Chapter II, Section 4. Conditions to which the licenses will be subject.
If the request is favorably resolved by the Central Bank, the entity must license the branch in the country or abroad within one year counted from the date of authorization, prior to compliance with the following requirements:
4.1. In the country.
4.1.1. Communicate the commencement of activities by sending Form 2522, which must be in the possession of the Superintendent of Financial and Currency Entities, at least 30 (thirty) days prior to the date of the relevant license, to which this Institution may object if the requirements mentioned in point 4.1.2. are not met;
4.1.2. Meet the requirements established in points 1.1. to 1.3. of this Chapter at the date of the license and have installed in the premises where the branch will operate the security measures established by current legal provisions, circumstances that must be recorded in Form 2522.
4.2. Abroad.
4.2.1. Upon obtaining the consent of the authorities of the foreign country, send a legalized copy of the corresponding documentation and keep the Superintendent of Financial and Currency Entities informed of any governmental measure susceptible of affecting the operation of the dependency.
4.2.2. Communicate to the Superintendent of Financial and Currency Entities the commencement of activities of the dependency at least 30 (thirty) days in advance, informing the data corresponding to the address where it will operate. The commencement of activities cannot be carried out if the requirements contained in points 1.1. to 1.3. of this Chapter are not met.
4.2.3. Entities must bear the expenses required for the supervision functions carried out by the Superintendent of Financial and Currency Entities on the dependency.
4.2.4. The Superintendent of Financial and Currency Entities must be notified immediately of:
4.2.4.1. Any modification that occurs with respect to the information provided when submitting the authorization request as established in points 2.1., 2.5., and 2.6. of this Chapter.
4.2.4.2. Any eventual changes of address of the branch, which can only be carried out within the limits of the city where its installation was authorized.
4.2.4.3. Sanctions imposed on the branch by the control authorities of the country in which it operates.
4.2.4.4. Any other type of information related to the operation of the dependency, which by its nature may be of interest to the Superintendent of Financial and Currency Entities.
4.3. If the period established in Section 4. expires without the commencement of activities of the relevant dependency, the authorization will become void, the proceedings will be archived without further procedure, and the applicant entity will lose the priority that might correspond to it.
Chapter II, Section 5. Relocation and closure of branches in the country.
5.1. The relocation of branches must be communicated via Form 2522, which must indisputably be in the possession of the Superintendent of Financial and Currency Entities, at least 30 (thirty) days prior to the date of the relevant license.
5.2. Financial entities may decide to close their branches, must informing the Superintendent of Financial and Currency Entities of the purpose.
Chapter II, Section 6. Installation of administrative dependencies and non-operational annexes in the country.
6.1. Prior communication by note sent to the Superintendent of Financial and Currency Entities at least 15 (fifteen) days prior to the date of the relevant license, entities may install dependencies that meet the following characteristics:
6.1.1. Administrative dependencies to facilitate communications with the Superintendent (mainly for those in the interior of the country) and better information regarding the operation of the financial system, which will exclusively develop that type of activity and cannot have public exposure.
6.1.2. Non-operational annexes destined to decentralize administrative sectors (archives, printing, computer centers, etc.). When certain security conditions are required for these annexes, compliance must be accredited.
Chapter II, Section 7. Installation of dependencies destined to provide certain services.
Prior communication by note sent to the Superintendent of Financial and Currency Entities at least 30 (thirty) days prior to the date of the relevant license, entities may install dependencies to carry out the activities detailed below:
In the relevant communications, it must be stated which of the aforementioned activities are projected to be developed in the premises to be installed and the branch from which it will depend. Additionally, when certain security conditions are required for the operation, compliance must be accredited. When deposits are expected to be received in these offices, entities must adhere to what is established in Sections 1 or 10 of this Chapter, as applicable.
Chapter II, Section 8. Installation of dependencies in client companies of financial entities.
The installation of dependencies in client companies of financial entities is conditioned to prior notification to the Superintendent of Financial and Currency Entities, via note sent at least 30 (thirty) days prior to the date of the relevant license, for exclusive use by them and their personnel, and to carry out only the following operations:
For their installation, the applicants must meet the following requirements:
8.1. Those established in points 1.1. and 1.2. of this Chapter.
8.2. That the companies in which they are installed have a minimum of 100 employees under employment contracts who develop their activities in the establishment where the installation will take place, a circumstance that must be accredited by a certificate issued by a National Public Accountant.
8.3. Comply with minimum security standards.
8.4. Inform the branch from which it will depend.
In the event that this Institution verifies any non-compliance with these requirements, the entity must immediately proceed to close the dependency and will be subject to a fine of up to $ 50,000.
Chapter II, Section 9. Installation of automated teller machines.
9.1. The services to be provided will be any transaction or banking operation that is possible without the intervention of physical persons, whether or not they depend on the financial entity.
9.2. Prior communication by note sent to the Superintendent of Financial and Currency Entities at least 15 (fifteen) days prior to the date of the relevant license, financial entities may install automated teller machines in their operational offices, with activation also from outside the premises, accrediting compliance with the security conditions established by current regulations.
9.3. The installation of automated teller machines outside their operational offices is conditioned to prior notification to the Superintendent of Financial and Currency Entities, via note sent at least 30 (thirty) days prior to the date of the relevant license.
In these cases, the applicants must meet the requirements established in points 1.1. and 1.2. of this Chapter. Likewise, they must inform which branch the automatic unit to be installed will depend on operationally and accredit compliance with the corresponding security conditions. In the event that the Superintendent of Financial and Currency Entities verifies any non-compliance with these requirements, the entity must immediately proceed to close the ATM and will be subject to a fine of up to $ 50,000.
9.4. When interconnected automated teller machines with one or more financial entities are installed, a detail of the composition of the entire network must be attached.
Chapter II, Section 10. Licensing of branches by official financial entities of the provinces and municipalities in their respective jurisdictions.
10.1. Official financial entities of the provinces and municipalities may license branches in their respective jurisdictions, sending the notice in Form 2906 - referred to in the last part of article 16 of Law No. 21,526 - text according to Decree 146/94 - for which purpose they must comply with what is prescribed in points 1.1. and 1.2. of this Chapter. For the purposes provided in this Section, when points cited therein refer to "requests" or "authorization requests," it must be considered as "licensing notices."
10.2. Once the communication from the Superintendence of Financial and Exchange Entities is received stating that there are no obstacles to the installation of the branch, or after the three-month period established in the article of Law No. 21.526 (text according to Decree 146/94) has elapsed without that Superintendence having raised opposition, the entity will be in a position to proceed with the opening of the relevant dependency, prior to compliance with the following requirements:
10.2.1. Those established in points 4.1.1. and 4.1.2. of this Chapter.
10.2.2. To commence activities within one year, counted from the date of expiration of the period established in the aforementioned article 16, which is computed from the date of receipt at the Superintendence of Financial and Exchange Entities of the notices of authorization.
10.3. For the authorization of branches outside their respective jurisdictions, official financial entities of the provinces and municipalities must adhere to the provisions contained in Sections 1 to 4 of this Chapter.
10.4. Prior to communication by note sent to the Central Bank at least 15 (fifteen) days in advance of the date of the relevant authorization, official financial entities of the provinces and municipalities may install mobile agencies within their respective jurisdictions, must consign the frequency of the service, the precise location for its development, and the operating house from which the agency will depend.
Chapter II, Section 11. Notice and request for authorization to install a branch in the country.
Formulas 2906 and 2906 B.
Chapter II, Section 12. Commencement of activities of a financial entity and branch. Transfer (head office, parent, or branch).
Formula 2522.
CHAPTER III
INSTALLATION OF REPRESENTATIVE OFFICES ABROAD BY FINANCIAL ENTITIES CONSTITUTED IN THE COUNTRY.
Section 1. Representative offices abroad.
Chapter III, Section 1. Representative offices abroad.
1.1. Requirements that entities must meet.
Financial entities that request authorization to install representative offices abroad must meet the requirements established in points 3.2.2., 3.2.3., 3.2.6. and 3.2.7. of Chapter I and 1.1. of Chapter II.
1.2. Information to be provided with authorization requests.
In the authorization requests, it is necessary to consign, with the greatest breadth, the data referred to in points 2.1., 2.2., 2.5., 2.6. and 2.8. of Chapter II.
1.3. Authorization.
1.3.1. The Superintendence of Financial and Exchange Entities will rule on the opportunity and convenience of granting authorization requests, weighing the characteristics of each project.
1.3.2. The Superintendence of Financial and Exchange Entities will not process authorization requests that are not presented in full compliance with the provisions of point 1.2. of this Chapter, a circumstance that will be brought to the knowledge of the respective entities.
1.3.3. Requests will be considered compliant once 120 (one hundred twenty) days have elapsed from the verification of the conditions established in point 1.3.2. if the Superintendence of Financial and Exchange Entities does not express opposition. However, said period may be extended if circumstances prevent adopting a resolution.
1.4. Conditions to which the commencement of activities will be subject.
Authorizations granted for the installation of representative offices abroad will oblige compliance with the following requirements:
1.4.1. To commence their activities at the latest, within a term of one year, from the date of authorization.
1.4.2. Those consigned in points 4.2.1. and 4.2.3. of Chapter II.
1.4.3. To communicate to the Superintendence of Financial and Exchange Entities the commencement of activities of the dependency at least 30 (thirty) days in advance, informing the data corresponding to the address where it will operate. The referenced commencement of activities cannot be carried out if the following requirements are not met:
1.4.3.1. To have fully integrated the minimum patrimonial responsibility established by the provisions in force, computing the net equity according to standards.
1.4.3.2. To be framed within the other liquidity and solvency norms established by Law No. 21.526 and its regulatory provisions.
1.4.4. The action of the representative offices must be subject exclusively to the development of non-operational activities for which they were authorized.
1.4.5. Upon expiration of the period established in point 1.4.1. of this Chapter without the commencement of activities of the relevant dependency, the authorization will become void, archiving the proceedings without further procedure and the petitioning entity losing the priority that might correspond to it.
1.5. Information regime.
Once the representative offices commence activities, the entities must comply with the following information regime:
1.5.1. Along with the balance sheet of the local entity corresponding to the last month of each calendar quarter, detailed information on the activities developed by the office in the calendar quarter immediately preceding that one must be presented to the Central Bank.
1.5.2. It must be communicated immediately to the Superintendence of Financial and Exchange Entities:
1.5.2.1. Any modification that occurs with respect to the information provided when submitting the authorization request as established in points 2.1. and 2.6. of Chapter II.
1.5.2.2. The eventual changes of address of the office, which can only be carried out within the limits of the city where its installation was authorized.
1.5.2.3. The sanctions imposed on the office by the control authorities of the country in which it operates.
1.5.2.4. Any other type of information related to the development of the office, which by its nature could be of interest to the Superintendence of Financial and Exchange Entities.
CHAPTER IV
PARTICIPATION OF FINANCIAL ENTITIES CONSTITUTED IN THE COUNTRY IN FOREIGN FINANCIAL INTERMEDIARIES
SECTION 1. Requirements that entities must meet.
SECTION 2. Information to be provided with authorization requests.
SECTION 3. Authorization.
SECTION 4. Conditions to which authorizations will be subject.
SECTION 5. Information regime.
Chapter IV, Section 1. Requirements that entities must meet.
Financial entities constituted in the country that wish to participate in foreign financial entities in percentages greater than 5% of the capital or votes of the latter must request authorization from the Superintendence of Financial and Exchange Entities and meet the following requirements:
1.1. To have fully integrated the minimum responsibility established by the provisions in force, computing net equity according to standards.
1.2. Not to have registered deficiencies subject to the maximum charge rate in the integration of cash reserves established by the Central Bank, in the six months prior to the month in which the relevant authorization requests are presented and up to the last statement on file with this Institution on the date of the resolution, nor that the periods of such deficiencies sum three consecutive months within the term of the twelve prior to the date of the presentations.
1.3. To be framed within the other liquidity and solvency norms established by Law No. 21.526 and its regulatory provisions.
1.4. Not to be affected by liquidity, solvency, risk, and profitability problems, nor to be subject to regularization and sanitation plans.
1.5. Not to have been observed, through information or inspection regimes, the assumption of risks higher than normal that could compromise their patrimony or third-party resources.
1.6. Not to present organization problems nor be foreseeable that they will arise from the projected expansion.
1.7. To have the information regime on magnetic support (RISMA) updated, as well as those corresponding to technical regulations and the status of minimum cash.
Chapter IV, Section 2. Information to be provided with authorization requests.
The following data must be consigned with the greatest breadth in the relevant authorization requests:
2.1. Name and address of the headquarters of the foreign entity receiving the participation.
2.2. Capital of the foreign entity and the individual percentage participation of shareholders who have more than 5% of the capital.
2.3. Amount required by the investment and its participation in the social capital.
2.4. Bylaws and other provisions by which the foreign entity is governed.
2.5. Copy in the national language of the legal and regulatory provisions in force in the respective country, for the installation and operation of the entity that is the subject of the investment abroad. The entity will be exempt from compliance with this point when such documentation has already been sent to the Superintendence of Financial and Exchange Entities by another entity.
2.6. If participating in an already constituted entity, it must provide its accounting statements, corresponding to the last two closed economic years, certified by a competent authority, complemented with the list of members of the board of directors.
2.7. Purpose of the participation.
2.8. Address where the accounting books and all supporting documentation of the operations will be located.
Chapter IV. Section 3. Authorization.
3.1. The Superintendence of Financial and Exchange Entities will rule on the opportunity and convenience of granting authorization requests, weighing the characteristics of each project.
3.2. The Superintendence of Financial and Exchange Entities will not process authorization requests that are not presented in full compliance with the provisions of Section 2. of this Chapter, a circumstance that will be brought to the knowledge of the respective entities.
3.3. Requests will be considered compliant once 120 (one hundred twenty) days have elapsed from the verification of the conditions established in point 3.2. if the Superintendence of Financial and Exchange Entities does not express opposition. However, said period may be extended if circumstances prevent adopting a resolution.
Chapter IV, Section 4. Conditions to which authorizations will be subject.
4.1. The responsibility of the local entity will be limited to the capital contribution provided for in the relevant resolution, consequently not being able to assume joint obligations or additional commitments regarding the operations or activities carried out by the foreign entity that is the subject of such registration. It may grant guarantees for predetermined amounts complying with minimum capital norms.
4.2. The authorization granted by the Superintendence of Financial and Exchange Entities does not imply any commitment regarding eventual future requirements for capital increases or to cover operational losses, which will be subject to particular consideration, within an updated analysis.
4.3. The authorized entity must send to the Superintendence of Financial and Exchange Entities, within 60 (sixty) days of formalizing the transfer of funds:
4.3.1. Certified copy of the documentation where the conformity of the operation by the competent authorities of the receiving country is clearly recorded.
4.3.2. List of the board of directors of the entity constituted abroad.
4.4. The values representative of the participation and the capitalized profits it generates cannot change ownership without the prior consent of the Superintendence of Financial and Exchange Entities.
Chapter IV, Section 5. Information regime.
5.1. It must be communicated immediately to the Superintendence of Financial and Exchange Entities:
5.1.1. Any modification that occurs with respect to the information provided when submitting the relevant authorization request, as established in points 2.1., 2.2., 2.4. and 2.5. of this Chapter.
5.1.2. The sanctions imposed on the entity by the control authorities of the country in which it operates.
5.1.3. Any shortfall that is not covered by the accumulated results in the same exercise.
5.1.4. Any other type of information related to the development of the entity, which by its nature could be of interest to the Superintendence of Financial and Exchange Entities.
5.1.5. In the event that the closure of the investment recipient entity is decided, the measure must be communicated to the Superintendence of Financial and Exchange Entities immediately upon having knowledge of it.
5.2. Entities that possess or acquire participations in foreign subsidiaries must provide, within the period to be determined, their consent to supply the information required by the Superintendence of Financial and Exchange Entities for the purpose of exercising supervision based on the consolidated financial situation. For the determination of information requirements, that Superintendence will take into account the legislation of the country where the subsidiary is located and the agreements made with the local supervision body.
5.3. Financial entities constituted in the country cannot maintain participations in other foreign entities whose operations are significant and whose balances must be consolidated according to what is provided in the relevant norms, in cases where the Superintendence of Financial and Exchange Entities cannot have access to the information it considers necessary to evaluate the situation of the consolidated financial entity. The Superintendence of Financial and Exchange Entities will communicate to the financial entity when it considers that such a situation arises. The Central Bank, at the suggestion of that Superintendence, will consequently set the period for the sale of the participations.
CHAPTER V
MODIFICATION IN SHAREHOLDING COMPOSITION
SECTION 1. Modification in the shareholding composition of financial entities.
SECTION 2. Information regime.
Chapter V, Section 1. Modification in the shareholding composition of financial entities.
1.1. Directors, members of the supervisory boards, and auditors of financial entities constituted as anonymous societies must inform the Superintendence of Financial and Exchange Entities of any negotiation of shares or irrevocable contributions for future capital increases carried out by shareholders of the entity that do not respond proportionally to their shareholdings capable of producing changes in the qualification of the entities or altering the structure of the respective groups of shareholders, within 10 (ten) days from the date of the first of the following acts: signing of the contract or pre-contract or delivery of the deposit or payment on account, which cannot exceed 20% of the price or the entry of funds as an irrevocable contribution. The same obligation will apply to the sellers and buyers of shares and to the boards of administration of cooperatives and their members.
Until the Central Bank has ruled on the opportunity and convenience of these operations, the following cannot take place: payment of the balance of the price, the transfer of shares to the buyers or their representatives, or the registration of the transfer in the entity's shareholder register, or the capitalization of irrevocable contributions for future capital increases.
What is required in this point must also be observed by legal persons that directly or indirectly control financial entities.
Within a period that must not exceed 15 (fifteen) days following the communication of the negotiation, the financial entity will send to the Superintendence of Financial and Exchange Entities the information detailed below, according to the data provided by the parties involved in the operation:
1.1.1. General character.
1.1.1.1. Characteristics of the operation, indicating quantity of shares, class, votes, nominal value, negotiation value, and payment conditions.
1.1.1.2. Agreements made or to be formalized intended to cede voting rights (syndication of shares or any other type of agreement).
1.1.1.3. Identification of all definitive buyers when the purchase has been made "on commission".
1.1.2. Natural persons in particular.
1.1.2.1. Formula 1113 for each of the buyers or contributors with their personal data, accreditation of suitability and experience in the financial activity, full declaration of assets up to the day immediately preceding the share negotiation, and list of financial entities with which they operate indicating in what capacity (checking account holder, borrower, etc.). The declaration of assets must be made analytically, accompanying documentation that accredits the origin and ownership of the assets denounced. At minimum, the following concepts must be exposed:
ASSETS:
a) LIQUIDITY (when it does not exceed 5% of the value of the transaction, it will not be necessary to demonstrate the origin).
LIABILITIES
a) MORTGAGE CREDITORS (detail of the encumbered asset, name of the creditor, grade, payment method, maturity, amount). b) PLEDGE GUARANTEE CREDITORS (detail of the encumbered asset, name of the creditor, payment method, maturity, amount). c) DEBTS WITH FINANCIAL ENTITIES (detail entity, head office or branch, maturity, amount, and guarantee). d) ACCOUNTS PAYABLE (name of the creditor, reason for the debt, maturity, amount, and guarantee). e) OTHER DEBTS (detail).
DECLARATION OF RESOURCES: (corresponding to the last twelve months).
Net income from securities $
Net income from rentals $
Net income from leases $
Salaries (indicate employment, position, seniority) $ Fees and other remuneration (detail) $ Other income (detail) $
Regarding the origin of the funds with which the shares were acquired or the contributions were made, if the analytical declaration of assets does not reveal the existence of sufficient liquid funds, a declaration closely related to the patrimony or income must be presented, consigning in detail how the appropriation of the funds applied to the purchase of the shares or to the irrevocable contributions has occurred, accompanied by a copy of the documentation justifying the realization of assets; in the case of income derived from the collection of fees, participation in profits, etc., certification from the company that made the payment must be added. In the event that income from rents has been declared as resources, elements of proof of such declaration must also be sent.
Regarding the cancellation of the balance, they must indicate how it will be faced, consigning the assets that will be realized or the detailed estimate of relevant monthly income and its source.
1.1.2.2. Photocopy of the last tax return presented to the General Directorate of Revenues for Income Taxes, on Assets and on Personal Assets not Incorporated into the Economic Process and the taxes that replace them.
1.1.2.3. Sworn declaration in formula 1113, in which the buyer of the shares declares that none of the disqualifications fixed by article 10 of Law No. 21.526 applies to them.
1.1.2.4. Certificate of Judicial Background, issued by the National Directorate of the National Registry of Recidivism and Criminal Statistics, for each of the buyers or contributors.
1.1.2.5. When they have their real domicile abroad, they must also present certificates of equivalent character issued by the competent governmental authority of the country where they reside, with certification of signatures by the Consulate of the Argentine Republic in that country and legalization by the Ministry of Foreign Affairs and Worship or by the apostille system, in the case of States that have signed and ratified the Hague Convention of 5.10.61 and translation of the same into the national language, when appropriate, carried out by a public translator with visation by the professional college.
The information referred to in this point may be presented by the buyers of shares or contributors, under closed envelope, through the financial entity or directly at the Superintendence of Financial and Exchange Entities with a note addressed to Authorization of Financial Entities.
1.1.3. Legal persons.
1.1.3.1. Copy of the bylaws or social contract with record of its approval by the competent governmental authority and registration in the Public Registry of Commerce.
1.1.3.2. Documentation corresponding to the last two closed economic years (Report, Balance Sheet, and Statement of Results, certified by a professional
inscribed in the public accountant registry of the respective jurisdiction).
1.1.3.3. Certification issued by a public accountant, stating that the company has the necessary funds to meet the contribution or the obligations arising from the share transaction agreed upon, and the origin of such funds when they do not come from sales income. In the event of having irrevocable contributions on account of future capital integrations, they must report on the procedures carried out or to be carried out for their capitalization, and additionally, present Form 1113 corresponding to the persons who have made the contributions.
1.1.3.4. List of members of the Board of Directors, Management, Auditing, and/or Supervisory Councils, attaching the personal data of each of them in Form 1113 and a Certificate of Judicial Background issued by the National Directorate of the National Registry of Recidivism and Criminal Statistics. The list of shareholders will also be provided in a spreadsheet according to the model found in point 1.8. of this Chapter.
1.1.3.5. Attendance of shareholders corresponding to the last two ordinary assemblies held, provided in a spreadsheet according to the model of point 1.8.
1.1.3.6. When dealing with legal entities constituted abroad, the requirements established in point 1.6. of Chapter I must be fulfilled, where applicable.
1.1.4. Regarding the financial entity whose shares were the subject of the share transaction.
1.1.4.1. List of shareholders (using a spreadsheet according to the model of point 1.8.) corresponding to the distribution of integrated capital before and after the transfer is completed.
1.1.4.2. Modifications to be made immediately in the management, auditing, and/or supervisory council, and those that will be introduced in them and in the board of directors, after the eventual approval of the operation. In the first case, they must send personal background and suitability and experience in the financial activity in Form 1113 and a Certificate of Judicial Background issued by the National Directorate of the National Registry of Recidivism and Criminal Statistics.
1.1.4.3. The buyers or subscribers must submit to the inspections that the Superintendence of Financial and Exchange Entities might consider appropriate for the verification of the information received.
1.1.4.4. Until the Central Bank rules on the transfer or on the capitalization of the contributions, only modifications may be introduced in the management, auditing, and/or supervisory council of the financial entity, and its board of directors must continue in office. In cooperatives, the obligation of permanence will apply to the members of the administration council. If the mandate of the directors or councilors expires before that period, the pertinent legal means must be arranged to extend the respective mandates until that period is completed.
1.2. Furthermore, when transfers by direct negotiations between the parties or irrevocable contributions for future capital increases represent, individually or jointly considered in a period of six consecutive months, 5% or more of the capital and/or votes of the financial entity, they must be communicated to the Superintendence of Financial and Exchange Entities within the timeframe provided in point 1.1. of this Chapter, even if in the opinion of the entity they do not produce changes in its rating nor alter the structure of the shareholder groups.
In offerings made in stock exchanges of the country or abroad, financial entities will only have to communicate in advance to the Superintendence of Financial and Exchange Entities the characteristics of the same, and within ten days, who the subscribers or acquirers involved are, attaching their respective identity data, nationality, and domicile, if their individual holdings exceed 2% of the social capital.
When this operation may give rise to a change in the rating of the entity or alter the structure of the respective groups of shareholders, the share offering prospectus must expressly clarify that offerors who, if they become buyers, may affect these concepts, must have prior authorization from the Central Bank to formalize the operation, complying with all the safeguards provided in point 1.1. of this Chapter.
In the cases referred to in this point, the financial entity will only have to send to the Superintendence of Financial and Exchange Entities the general information mentioned in point 1.1.1.
1.3. Legal entities that, on the date of signing the contract or pre-contract or delivery of the deposit or payment on account, are not regularly constituted, cannot be acquirers in the negotiation of share blocks of financial entities. Furthermore, in the case that such legal entities are directly or indirectly controlling the financial entities, the shares with voting rights representing their capital must be registered.
1.4. All share negotiations or integrations of irrevocable contributions for future capital increases, which must be communicated to the Superintendence of Financial and Exchange Entities according to what is established in points 1.1. and 1.2. of this Chapter, must be arranged "ad referéndum" of the approval of the Central Bank, which must be stated in the documents that instrument the sale, as well as that the parties know this regulation.
1.5. These rules will be applied by the Central Bank to cases where, by option to purchase, subscription of shares, hereditary transmission or donation, syndication or other act, changes are produced in the rating of the entities and/or the structure of the groups of shareholders is altered.
1.6. In case of non-compliance with these provisions, the Central Bank will order the instruction of the summary provided for in article 41 of Law No. 21.526, without prejudice to adopting a resolution on the respective share negotiation with the evidence gathered.
1.7. When significant modifications occur in the share composition of legal entities with domicile abroad, which directly or indirectly control financial entities constituted in the country, they must be notified to the Superintendence of Financial and Exchange Entities, within 15 (fifteen) days of such changes being completed.
1.8. Information Model.
ENTITY: SHARES
CAPITAL
CLASS............ CLASS............
.............VOTE .............VOTE
Subscribed ................................. ................................................
Integrated .................................. .................................................
LIST OF SHAREHOLDERS AT ....../....../......
----------------------------------------------------------------------------------------------------------------(') ATTENDANCE OF SHAREHOLDERS AT THE ORDINARY GENERAL ASSEMBLY HELD ON .../.../...
Quantity of shares Name Domicile Nationality
Class.... Class....
Total votes
Nominal value in $
Representative
Irrevocable contributions
(') - Strike out what does not apply.
Chapter V, Section 2. Information Regime.
2.1. Shareholder attendance at assemblies.
2.1.1. Financial entities must send, within three months of the ordinary assembly that considers the general balance sheet and with data as of that date, the information relating to the attendees to the same, without prejudice to those they have to supply on each occasion by reason of what is provided in Section 1. and in point 2.2. of this Chapter.
To this effect, they will use Form 3887 "Attendance of Shareholders to the Ordinary General Assembly", in which all attendees whose shareholdings represent 2% or more of the total capital or of the votes of the company will be individualized.
The remaining attendees will be noted in a grouped manner, indicating the number of participants and the sum of their participations.
2.1.2. Form 3887.
2.2. Movement in the master shareholder file.
2.2.1. Without prejudice to the information referred to in point 2.1., all financial entities constituted in the country, with the exception of those in which the national, provincial, or municipal states own 100% of their social capital, must integrate Form 3867, with data as of December 31 of each year, and send it to the Superintendence of Financial and Exchange Entities, within the following 30 days.
2.2.2. Instructions for the integration of Form 3867.
2.2.2.1. Entities constituted under the legal form of a joint-stock company:
They will consign the detail of their shareholders who possess 2% or more of the capital or of the votes. The remaining shareholders will be noted in a grouped manner, indicating the number of participants and the sum of those participations. The total of data provided individually and collectively in the described manner must sum 100% of the capital and of the votes.
2.2.2.2. Entities constituted under the legal form of a cooperative:
They will consign the detail of their associates who possess 2% or more of the capital.
If such a list is less than 10, this quantity must be completed with other associates who, although they possess a percentage less than 2%, by their holdings are located next to those. The remaining associates will be noted in a grouped manner, indicating the number of participants and the sum of those participations. The total of data provided individually and collectively in the described manner must sum 100% of the capital.
2.2.2.3. Legal entity shareholders of financial entities:
Companies that control or participate in the control of financial entities by possessing a majority of shares or votes or through the action of executives representing them, must provide the detail of their shareholders up to reaching 50% or more of their own capital and votes. Equal opening will correspond when it is a case of a controlling company of the financial entity and the same and successive procedure until reaching the natural persons who are the majority holders.
2.2.2.4. Entity code.
The number corresponding to the financial entity, as provided in Chapter XII of Circular RUNOR - 1, must be registered in all forms to be sent to the Superintendence of Financial and Exchange Entities.
2.2.2.5. Information at:
The date to which the data being reported corresponds must be registered.
2.2.2.6. Sheet of:
Next to "Sheet" the order number of each sheet must be placed; next to "of" the total number of sheets composing the information.
2.2.2.7. Entity.
Name of the financial entity to which the requested information corresponds and, in the upper box, the subscribed capital and the number of shares and votes that that capital comprises.
2.2.2.8. Legal entity shareholder:
When applicable (see 2.2.2.3.), the name of the legal entity that is a shareholder of the financial entity must be registered.
At least one form must be integrated for each legal entity shareholder and the required information must refer to the shareholders of said legal entity (including subscribed capital and number of shares and votes).
When Form 3867 is integrated with data of the financial entity, the legal entity code field (see 2.2.2.9.) must necessarily be filled with zeros.
2.2.2.9. Code (spaces 11 to 25):
The Unique Tax Identification Key (C.U.I.T.) number corresponding to the legal entity shareholder must be inscribed, eliminating the dots and dashes that compose said number.
In the first two spaces of this item (in positions 11 and 12) CU (CUIT) must be indicated.
2.2.2.10. Date of registration:
The date of entry as a shareholder of the legal entity shareholder will be indicated, with year, month, and day.
2.2.2.11. Date of deregistration:
In the subsequent information to the first that is produced, the date of disassociation of the legal entity shareholder will be indicated: year, month, day. In this case, the spreadsheet must not be integrated with the opening of shareholders.
2.2.2.12. Identification:
Type and Number: The identification of natural persons must be effected by indicating the type of identity document of the shareholder and the pertinent number.
Regarding the type of document, the corresponding acronym must be noted (D.N.I., L.E., L.C., or C.I., presuming in the case of C.I. that it was issued by the Federal Police; if not, the authority that issued it must be clarified on the back, leaving the "Type" column blank). Regarding legal entities registered with the General Tax Directorate, the acronym CU (CUIT) and its corresponding number must be noted. In the case of shareholders who cannot be identified in the forms provided, the name and surname or the name of the society must be consigned on the back, as applicable, and the type and number of documentation or registry found in the financial entity. In all cases, the identification numbers must be noted eliminating the dots and dashes that might be composed, according to what is indicated in 2.2.2.9.
2.2.2.13. Date of registration:
The date of entry as a shareholder must be registered.
2.2.2.14. Name of the shareholder:
The surname and name of the shareholder or corporate name must be registered.
Conventional abbreviations may be used: "S.R.L.", "Coop", etc.
2.2.2.15. A.D.:
Do not fill.
2.2.2.16. Nationality:
The nationality of the shareholder must be registered according to the following code:
A = Argentine
E = Foreign
2.2.2.17. Domicile - Country:
The place of residence must be registered according to the code established in point 2.2.4.
2.2.2.18. Share participation:
Capital % and Votes %: The percentage of capital and votes with which the shareholder participates in the entity on the total declared in the same spreadsheet, whose total must sum 100%, must be registered with two decimals.
2.2.2.19. Economic group:
Do not fill.
2.2.2.20. Date of deregistration:
In the first information produced by the entity, this concept will not apply. In subsequent information, the date on which a shareholder dissociates from the entity or from the legal entity shareholder must be consigned. In case of registrations, complete with zeros.
2.2.2.21. C.M.:
The values that this field can assume are the following:
2: Registration
1: Deregistration
3: Modification
For the first information, all will be integrated with 2.
2.2.2.22. Other shareholders:
At the end of the detail of shareholders included, the rest of the minority shareholders will be grouped in "Name of the Shareholder", with the name "Other Shareholders" (the quantity must be consigned) registering in the "Type" column (of the item "Identification") the code "DA". In the "Number" column, all spaces must be integrated with "8"; in "Date of registration" and "Domicile Country" the spaces will be integrated with "0"; the "Nationality" column will be left blank.
2.2.2.23. Unidentified shareholders:
Next to "other Shareholders", the unidentified shareholders will be grouped in "Name of the shareholder" with the name "Unidentified Shareholders", registering in the "Type" column (of the item "Identification") the code "ANI".
In the "Number" column, all spaces must be integrated with "9"; in "Date of registration" and "Domicile - Country" the spaces will be integrated with "0"; the "Nationality" column will be left blank.
2.2.2.24. Other indications:
This form must be integrated in duplicate, by machine or in printed letter, in ink or with a ballpoint pen.
The original will be sent to Financial Entity Authorization and the duplicate must be archived in the headquarters of each entity.
Numerical data will be integrated from right to left and free spaces with zeros. These data correspond to the columns "Number", dates of registrations, dates of deregistrations and "Share participation".
Alphabetic data must be integrated from left to right leaving a space between names. One space will be used for each letter and one for each dot.
When a dot is registered, it can continue without leaving a blank space.
These data correspond to the columns:
Type and Name of the shareholder.
Special characters such as quotes, asterisks, dashes, etc. must not be entered in the alphabetic fields. Dots may be consigned, but only in cases where they are acronyms (E.g.: S.R.L. or S.A.).
The sending of the information is included in the terms of Circular RUNOR - 1, Chapter II, point 1, according to Communication "A" 90 and its modifications and complements.
2.2.3. Form 3867
2.2.4. Country Code.
Germany 003
Argentina (Argentine Republic) 080
Australia, Commonwealth of 021
Austria, Republic of 013
Bahamas, Commonwealth of the 048
Belgium, Kingdom of 006
Bolivia, Republic of 041
Brazil, Federative Republic of 012
Canada 017
Colombia, Republic of 054
Korea, Republic of 044
Costa Rica, Republic of 055
Croatia 029
Cuba, Republic of 051
Chile, Republic of 011
China, People's Republic 083
Denmark, Kingdom of 015
Ecuador, Republic of 047
El Salvador, Republic of 058
Spain 009
United States of America 002
Finland 037
France (French Republic) 004
Honduras, Republic of 063
Hong Kong 183
Ireland 024
Israel, State of 039
Italy (Italian Republic) 007
Japan 019
Liechtenstein, Principality of 123
Luxembourg, Grand Duchy of 043
Mexico (United Mexican States) 033
Nicaragua, Republic of 067
Norway, Kingdom of 028
Netherlands, Kingdom of the 008
Panama, Republic of 068
Paraguay, Republic of 069
Peru, Republic of 026
Portugal (Portuguese Republic) 016
Puerto Rico 066
United Kingdom of Great Britain and Northern Ireland 001 Sweden, Kingdom of 027 Switzerland 005 Taiwan 056 Uruguay, Oriental Republic of 010 Venezuela, Republic of 079 Other Countries 999
CHAPTER VI
REPRESENTATIVES OF FOREIGN FINANCIAL ENTITIES NOT AUTHORIZED TO OPERATE IN THE COUNTRY
SECTION 1. Authorization.
SECTION 2. Submission of the request.
SECTION 3. Conditions of the request.
SECTION 4. Analysis and granting of authorizations.
SECTION 5. Responsibilities.
SECTION 6. Adjunct representative.
SECTION 7. Permitted operations.
SECTION 8. Prohibited operations.
SECTION 9. Information, accounting and control regime.
SECTION 10. Changes of domicile.
SECTION 11. Extinction of the representation.
Chapter VI, Section 1. Authorization.
Natural or legal persons acting in the name and on behalf of foreign financial entities not authorized to operate in the country, whether as attorneys, agents, or any other capacity, must have prior authorization from the Superintendence of Financial and Exchange Entities.
Chapter VI. Section 2. Submission of the request.
The request for authorization for the action of representatives must be made by the entity to be represented, by note, constituting a special domicile in the Federal Capital for the purposes of future procedures before the Superintendence of Financial and Exchange Entities. Jointly or simultaneously, the presentation of the representative person or entity must be formalized.
Chapter VI, Section 3. Conditions of the request.
It must adhere to the following requirements:
3.1. For the represented entities.
3.1.1. Name and domicile of the entity.
3.1.2. Legalized copy, with its respective translation into the national language if applicable, of the statutes, contracts, laws, decrees, or charters relating to its operation.
3.1.3. Report and general balance sheet corresponding to the last two fiscal years, and indicate the relative position in the markets in which it operates.
3.1.4. Date from which it is intended to install the representation in the country.
3.1.5. Certified copy and translated into the national language if applicable, of the power of attorney or letter of attorney that the representation is invested with.
3.1.6. Models of forms, brochures, and all kinds of printed materials that will be used for the exercise of the representation.
3.1.7. Certification that accredits that the institution is authorized by the laws and authorities of the country of origin to act as a financial intermediary.
3.1.8. Express mention that the request is made complying with this regulation, the terms of which it declares to know and accept by that act.
The presentation note and the required documentation must be signed by the authority established by the statutes, and the pertinent signature and the position held must be certified by a public official, the latter by the chancery of the country of origin, with the corresponding visa by the consulate of the Argentine Republic and this latter legalized by the Ministry of Foreign Affairs and Worship or by the apostille system, in the case of countries that have signed and ratified the Hague Convention of 5.10.61.
3.2. For the representative.
3.2.1. Natural person.
3.2.1.1. Surname and names.
3.2.1.2. Domicile of the representation.
3.2.1.3. Place and date of birth.
3.2.1.4. Years of residence in the country, if applicable.
3.2.1.5. Number of the Enrolment Book, Civic or National Identity Document, as applicable and Identity Card with indication of the authority that issued it or, if applicable, the passport number and country that issued it.
3.2.1.6. Sex and marital status.
3.2.1.7. Name and surname of the spouse.
3.2.1.8. Private and commercial domicile.
3.2.1.9. Profession and background on banking and financial experience.
3.2.1.10. Financial entities with which it operates.
3.2.1.11. Activities developed in other companies, with clarification of the name,
position and domicile.
3.2.2. Legal person.
3.2.2.1. Name of the entity.
3.2.2.2. Domicile of the representation.
3.2.2.3. The data referred to in the preceding point 3.2.1. for each of the persons
persons responsible for the management of the company, with indication of the position held and period of duration.
3.2.2.4. Copy of the bylaws or deed of incorporation of the company.
3.2.2.5. Brief summary of the company's activities and the corresponding statement of income and balance sheet for the last fiscal year.
3.2.3. To comply with point 3.2.1., Form 1113 must be completed. In the case of an entity with ideal existence, this form must be completed by each of the persons responsible for the management of the company. In both cases, a Certificate of Criminal Record, issued by the National Directorate of the National Registry of Recidivism and Criminal Statistics, must be attached for each of them.
If they are natural persons who until that moment have their actual domicile abroad, they must also present certificates of equivalent character issued by the competent governmental authority of the country where they reside, with certification of signatures by the Consulate of the Argentine Republic in that country and legalization by the Ministry of Foreign Affairs and Worship or by the apostille system, in the case of States that have signed and ratified the Hague Convention of 5.10.61, and translation of the same into the national language, when appropriate, carried out by a public translator with the approval of the professional college.
3.3. Replacement of representative.
It is necessary to comply with what is provided in Section 2. and in points 3.1.3. (last statement of income and balance sheet of the entity), 3.1.5., 3.1.6.. 3.1. (last paragraph), 3.2.1. or 3.2.2. and 3.2.3. of this Chapter.
Chapter VI, Section 4. Analysis and granting of authorizations.
The agreement of the authorization will be conditioned to the analysis and weighting that the Superintendence of Financial and Exchange Entities carries out on the background and responsibility of the represented entity and its representative.
Authorization requests are considered withdrawn when the applicants do not present the documentation required by the Superintendence of Financial and Exchange Entities within thirty days from the date they become aware of the respective communication. Failure to comply with this requirement will result in the filing of the proceedings.
Chapter VI, Section 5. Responsibilities.
The representative is considered an extension of the represented entity and, in that sense, are jointly and severally liable for the activities that he develops in the country in the exercise of his representation.
Chapter VI, Section 6. Adjunct representative.
Representatives cannot delegate their functions to third parties. The represented entity may designate an adjunct representative, who must meet the requirements indicated for the holder.
Chapter VI, Section 7. Permitted operations.
It is up to the representatives to advise, study and manage financings, guarantees, technical assistance and other business that may result of interest for the links with the outside of local, private and official activities.
Chapter VI, Section 8. Prohibited operations.
Representatives are not allowed to carry out any form of financial intermediation in the terms of Law No. 21.526, nor to negotiate or operate in exchanges.
Representation management must not result in third-party contractors being obligated with the representatives, since it is not the function of these to operate as a party in transactions.
Chapter VI, Section 9. Information, accounting and control regime.
9.1. Information, accounting and balance sheets.
9.1.1. Representatives of foreign financial entities must keep documented records of their representation management.
9.1.2. The pertinent accounting records, when appropriate, must comply with the provisions of the Commercial Code and the norms that the Central Bank issues on the subject.
9.1.3. Representatives must present the following documentation:
9.1.3.1. Annual accounting statements of the represented entity.
9.1.3.2. Additionally, at the special request of the Superintendence of Financial and Exchange Entities, representatives of financial entities from countries that do not have consolidated supervision regimes must provide complementary monthly information about the volume and nature of the operations carried out through their management, which must include at least the following detail: movements operated in the asset, liability and order accounts (operations with derivatives), and the results of those operations.
9.1.4. Entities covered by Law No. 21.526 that act as representatives must keep separate records corresponding to such function.
9.2. Control.
Representation must give access to its accounting and documentation to the officials that the Superintendence of Financial and Exchange Entities appoints for its supervision or obtaining of information.
In cases of non-compliance with the provisions of this regulation, the Central Bank may:
9.2.1. Order the immediate and definitive cessation of the activity, and
9.2.2. Apply the sanctions provided for in article 41 of Law No. 21.526.
9.3. Changes in the situation of the represented entity or the representative.
The representative will be obliged to inform the Superintendence of Financial and Exchange Entities when he has knowledge that the solvency of the represented entity is affected.
The same information must be produced regarding the representative entity by the persons responsible for its management.
9.4. Stationery, advertising and propaganda.
On business papers and in advertising, the inscription "AUTHORIZED REPRESENTATIVE OF THE SUPERINTENDENCE OF FINANCIAL AND EXCHANGE ENTITIES" must appear following the name of the former and preceding that of the represented entity.
Representatives cannot use denominations that offer doubts about their nature or character.
Chapter VI, Section 10. Changes of domicile.
Representatives must communicate changes of domicile to the Superintendence of Financial and Exchange Entities, with a minimum advance of fifteen days.
Chapter VI, Section 11. Extinction of representation
Representation will be extinguished:
11.1. By express request of the represented entity.
11.2. At the request of the representative, who must prove that such decision is known to the represented entity.
11.3. By death of the representative or, in the case of an entity with ideal existence, by its dissolution.
11.4. By disposition of the Superintendence of Financial and Exchange Entities.
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RegAlert holds no document that amends or replaces this one. This is not a check that it is in force: confirm with the regulator.
“Repeal the provisions contained in Circulars CREFI - 1 (Communication "A" 46 of 20.7.81) to CREFI - 1 - 37 (Communication "A" 2227 of 15.7.94).”
“Repeal the provisions contained in Circulars CREFI - 1 (Communication "A" 46 of 20.7.81) to CREFI - 1 - 37 (Communication "A" 2227 of 15.7.94).”
This document supersedes: Circular on the Creation, Operation and Expansion of Financial Entities - CREFI 1
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