Rule · BCRA · 20 Jul 1981 · A 46
Financial entity promoters, founders, directors, and managers must not act if ineligible, ensure denominations specify entity class, and maintain Board permanence until Central Bank rules. New entities must subscribe minimum capital, integrate at least 25% in cash within 30 days, and commit to the remainder within 60 days. Authorized entities must enable for public service within one year, submit quarterly balance sheets within the first fortnight of each quarter, and fulfill enablement requirements 30 days prior to opening. Merging entities must present solid structures, avoid activating goodwill, and submit feasibility reports, exchange ratios, and certified balance sheets. Foreign branches must legalize statutes, locate capital in Argentina, and obtain National Executive Power approval.
CENTRAL BANK OF THE ARGENTINE REPUBLIC
COMMUNICATION "A" 46 07/20/81
TO FINANCIAL ENTITIES:
Ref.: Circular CREATION, OPERATION AND EXPANSION OF FINANCIAL ENTITIES - CREFI - 1.
We address you to enclose the updated text of the provisions issued by this Institution that are applicable to the referenced topic.
Sincerely yours,
CENTRAL BANK OF THE ARGENTINE REPUBLIC
Alfredo Daparte
Manager of Authorization of Financial Entities Carlos Fagioli Deputy General Manager ANNEXES: 75 pages.
CENTRAL BANK OF THE ARGENTINE REPUBLIC
CONTENTS
Circular CREATION, OPERATION AND EXPANSION OF FINANCIAL ENTITIES.
CREFI - 1
I - Installation, merger and transformation.
II - Installation of branches of national financial entities in the country.
III - Installation of branches of foreign financial entities in the country.
IV - Installation of operating branches and representative offices abroad by national and local financial entities with foreign capital.
V - Participation of national and local financial entities with foreign capital in foreign financial entities.
VI - Ineligibilities.
VII - Draft statutes.
VIII - Shareholding regime.
IX - Advertising.
X - Authorization to operate in foreign currency.
XI - Representatives of foreign financial entities not authorized to operate in the country.
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CENTRAL BANK OF THE ARGENTINE REPUBLIC
CONTENTS
I - Installation, merger and transformation. CREFI - 1
CENTRAL BANK OF THE ARGENTINE REPUBLIC
CONTENTS
II - Installation of branches of national financial entities in the country. CREFI - 1
CENTRAL BANK OF THE ARGENTINE REPUBLIC
CONTENTS
III - Installation of branches of national financial entities in the country. CREFI - 1
CENTRAL BANK OF THE ARGENTINE REPUBLIC
CONTENTS
IV - Installation of operating branches and representative offices abroad, by national and local financial entities with foreign capital.
CREFI - 1
CENTRAL BANK OF THE ARGENTINE REPUBLIC
CONTENTS
V - Participation of national and local financial entities with foreign capital in foreign financial entities.
CREFI - 1
CENTRAL BANK OF THE ARGENTINE REPUBLIC
CONTENTS
VI - Ineligibilities. CREFI - 1
CENTRAL BANK OF THE ARGENTINE REPUBLIC
CONTENTS
VII - Draft statutes CREFI - 1
CENTRAL BANK OF THE ARGENTINE REPUBLIC
CONTENTS
VIII - Shareholding regime CREFI - 1
CENTRAL BANK OF THE ARGENTINE REPUBLIC
CONTENTS
IX - Advertising. CREFI - 1
CENTRAL BANK OF THE ARGENTINE REPUBLIC
CONTENTS
X - Authorization to operate in foreign currency. CREFI - 1
CENTRAL BANK OF THE ARGENTINE REPUBLIC
CONTENTS
XI - Representatives of foreign financial entities not authorized to operate in the country.
CREFI - 1
CENTRAL BANK OF THE ARGENTINE REPUBLIC
ORDERED TEXT
Circular CREATION, OPERATION AND EXPANSION OF FINANCIAL ENTITIES.
CREFI - 1
I - Installation, merger and transformation.
I - Installation, merger and transformation (Continued). CREFI - 1
1.2.2.4.2. Annual reports, general balance sheets, detailed breakdowns of debtors and creditors, and statements of profit and loss, corresponding to the last two closed fiscal years, certified by a public accountant;
1.2.2.4.3. List of the members of the board of directors, management, supervisory board or syndicature and personal data of each of the members, recorded in forms 1113, with their signatures notarized, judicially or by bank;
1.2.2.4.4. List of current partners or shareholders, indicating: names and surnames, domicile, nationality, number of shares or social quotas, nominal value of the participation and voting rights corresponding to each person, and
1.2.2.4.5. In the case of stock corporations, attendance of shareholders registered in the last two ordinary general meetings, provided in a similar manner to that required in the previous point.
1.2.2.5. Draft constitutive act and statute or organic charter by which the entity is to be governed.
1.2.2.6. Background information on the responsibility, suitability and experience in financial activity of the shareholders and members of the entity's management and administration bodies (forms 1113 and 898).
1.2.2.7. Administrative and functional organization; projected organizational chart for the entity and description of functions; flowcharts of the main active and passive operations and commentary on their development; initial staff complement of the entity, and probable amount of organization, constitution and installation expenses, and
1.2.2.8. Brief description of the building or premises projected for the installation of the entity, indicating whether it will be purchased, built or leased. In the case of a self-owned building, the estimated cost and financing method must be stated, and if it refers to a leased property, the annual rent to be paid, attaching in both cases, if feasible, the corresponding plans.
1.3. Minimum capital and immobilizations.
1.3.3. A condition of the authorizations granted is the celebration of the constitutive act of the company within 30 (thirty) calendar days from the date of the Central Bank's resolution. In said act, the total minimum capital in force at that time must be subscribed, and shareholders must integrate in cash no less than 25% of their respective subscriptions and commit to integrating the remaining contributions within a period that cannot exceed 60 (sixty) subsequent days from the date of the aforementioned resolution.
For its enablement, the entity must possess the minimum capital updated to that moment. If the new updated capitals are not yet known, the entity has 30 (thirty) calendar days from the date they are communicated to reach the new minimum equity responsibility.
1.3.2. Until entities are enabled to operate, they may only carry out operations and procedures related to their organization, constitution and installation and apply their capital resources to:
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1.3.2.1. Cover expenses and investments inherent to these procedures;
1.3.2.2. Constitute deposits in authorized financial entities, and
1.3.2.3. Make investments in public securities.
1.3.3. Investments in own fixed assets, other immobilizations and expenses incurred in the organization, constitution and installation of the authorized entity must comply with the current regulations on the matter.
1.4. Other conditions.
1.4.1. Authorizations granted for the installation of new financial entities are also conditioned on compliance, within the period set for their enablement, with the following requirements:
1.4.1.1. Obtaining the conformity of the constitutive act and statute by the competent governmental authority and registration in the Public Registry of Commerce. In the case of cooperative societies, authorization to operate and registration in the registry of the enforcing authority of Law 20.337;
1.4.1.2. Submission to the Central Bank of the list of authorities appointed by the constitutive assembly and managerial level personnel, accompanied by the data referred to in point 1.2.2.6., unless they are persons whose background is already in the possession of the Central Bank due to having been added to the relevant authorization application;
1.4.1.3. Complete installation of the entity in an appropriate, functionally independent premises or building from other companies, which has an adequate security system, which must comply with the provisions of Law 19.130 and its regulatory norms;
1.4.1.4. Quarterly submission to the Central Bank, from the date of authorization and within the first fortnight after each quarter ends, of a balance sheet detailing the share capital, expenses and investments made and any other movement registered to the corresponding date, accompanied by an informative summary about the state of the entity's organization and, in particular, compliance with each of the established conditions;
1.4.1.5. Full compliance with any other condition or requirement determined in the respective authorization resolution, and
1.4.1.6. All requirements related to the enablement of new financial entities must be fulfilled no less than 30 (thirty) calendar days prior to the scheduled opening date, notifying the Central Bank of this circumstance for its pronouncement.
1.4.2. Failure to comply within the established terms with any of the provisions of these norms will result in the cancellation of the granted authorization.
1.4.3. The authorized entity must be enabled for public service within one year, counted from the date of the corresponding authorizing resolution. Once this period has expired without the enablement having occurred, the authorization to establish the entity becomes ineffective, and the proceedings are archived without further action.
For the purposes of these provisions and the regulations issued by the Central Bank, a financial entity is considered to begin operating on the day it starts providing its services to the public, in the premises or building enabled for that purpose. 07/20/81 3
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1.5. Official or mixed entities of the Nation, provinces or municipalities.
The preceding norms are applicable to the creation of financial entities of this nature, insofar as they are compatible with their nature.
1.6. Foreign entities.
1.6.1. Authorization to act as a financial entity for companies considered local with foreign capital is only granted to commercial or investment banks and is conditioned on their demonstrating the ability to foster financial and commercial relations with abroad.
1.6.2. Said authorization is subject to the common requirements and conditions established by these provisions and to the existence of reciprocity with the countries of origin of their shareholders, at the discretion of the Central Bank.
In order to prove this last requirement, the corresponding authorization application must be accompanied by supporting documentation issued by the competent governmental authority of the country of origin, by which it undertakes to admit the establishment of Argentine financial entities in its territory. Said documentation must be legalized by the Ministry of Foreign Affairs and Worship, accompanied by a copy translated into Spanish, when applicable. At the discretion of the Central Bank, petitioners may be exempted from this requirement when there are treaties or agreements concluded with the respective foreign countries or when the existence of reciprocal relations in the matter of installation of financial entities has been recognized.
1.6.3. For the installation in the country of branches of foreign financial entities, the requirements and conditions provided for the establishment of new financial entities and local banks with foreign capital apply, insofar as they are compatible with the nature of these entities and, in addition:
1.6.3.1. The pertinent authorization application must be accompanied by:
1.6.3.1.1. Legalized copy, with its respective translation - authenticated by a public translator, if not in Spanish --, of the statute, contract, law, decree or organic charter governing the operation of the applicant entity in the country of origin;
1.6.3.1.2. Authenticated copy, with its translation into Spanish, of the provisions established in the State of origin for the installation of branches of financial entities outside its country of origin, as well as branches of entities from other countries within it, and
1.6.3.1.3. Duly legalized copy of the power of attorney, letter of attorney or instructions given to the representative designated in our country to manage the requested authorization.
1.6.3.2. Once the authorization has been granted and without prejudice to compliance with the requirements established in point 1.3. of this regulation that are compatible with its nature:
1.6.3.2.1. Submit to the Central Bank, prior to the enablement of the branch, proof of compliance with the provisions of article 118 of Law 19.550 related to its recognition by a competent judge, its registration in the Public Registry of Commerce
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I - Installation, merger and transformation (Continued). CREFI - 1 and the appointment of representatives responsible for the administration of the branch, who must have sufficient powers in accordance with Argentine law, and
1.6.3.2.1. Regarding this personnel, the interested entity must also provide extensive information related to their personal background and experience in managing financial business, attaching forms 113 and 898 duly completed by each of them with certification of their signatures, as well as a list of entities of recognized prestige that are in a position to provide complementary information about said persons.
1.6.3.3. Branches of foreign entities that are authorized must effectively and permanently locate in the country the capital corresponding to the current regulations and are subject to Argentine laws and courts.
1.6.4. The agreement of the Central Bank for the installation of local banks with foreign capital or branches of foreign entities is subject to the subsequent approval of the National Executive Power, in accordance with the provisions of the Foreign Investment Law (consolidated text in 1980).
1.6.5. In these cases, the period established in point 1.3.1. for the integration of the total corresponding minimum capital is calculated from the date of approval by the National Executive Power.
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2.1. Conditions.
2.1.1. National financial entities may agree to merge with one or more entities of the same or different class, subject to prior authorization by the Central Bank.
2.1.2. The resulting entity from the merger or the one absorbing another must present a solid economic-financial structure.
2.1.3. In order to avoid the incorporation of undesirable fixed assets, the activation of goodwill or other intangible assets that may be agreed upon between the parties is not permitted.
2.2. Information to be provided with applications.
2.2.1. Authorization applications must be accompanied by the following information and documentation:
2.2.1.1. The grounds for the initiative;
2.2.1.2. Copies of the minutes from the meetings of the boards of directors, supervisory councils, or administrative councils of the entities planning to merge, approving:
2.2.1.2.1. The report accrediting the legal, technical, and economic-financial feasibility of the project;
2.2.1.2.2. The designation of representatives to sign the merger agreement, and
2.2.1.2.3. The respective agreement, "ad referendum" of the corresponding general shareholders' meetings and the authorization of the Central Bank;
2.2.1.3. Certified copy of the merger agreement;
2.2.1.4. Constitutive act and bylaws governing the resulting entity from the merger, or project of reforms to be introduced into the bylaws of the absorbing entity in the case of a merger by absorption;
2.2.1.5. Exchange ratio of shares and characteristics of the participations corresponding to the shareholders of the dissolved societies;
2.2.1.6. Individual and consolidated balance sheets of the intervening societies, certified by a public accountant;
2.2.1.7. Consolidation of the statements inherent to the regulations established in matters of liquidity and solvency by the currently effective provisions;
2.2.1.8. List of the future members of the management, administration, and control bodies of the resulting entity from the merger or the absorbing entity, as applicable, and personal data of each of them, recorded in forms 1113 and 898, unless the data of persons whose information is already in the possession of the Central Bank;
2.2.1.9. List of the shareholders of the resulting entity from the merger or the absorbing entity, indicating their domiciles, nationality, and respective participations.
Cooperative societies must only provide information on the existence of members domiciled outside the national territory and, if applicable, their respective participations in the capital of the new entity;
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2.2.1.10. Demonstration of the resulting entity's or absorbing entity's ability to integrate, within the timeframe established by the relevant regulatory norms, the minimum net worth, formulating, if applicable, the corresponding framework program;
2.2.1.11. Administrative and functional organization of the resulting entity from the merger and the probable amount of organization, constitution, and installation expenses, and
2.2.1.12. The location where the central or main headquarters of the resulting or absorbing entity will operate, clarifying, additionally, whether the remaining branches will continue to operate once the merger is finalized or if their closure will proceed. In the first case, the category assigned to each branch must be informed.
2.3. Other conditions.
The authorizations granted for the merger of entities are conditioned upon compliance, within the timeframes established by the respective resolutions, of the following requirements:
2.3.1. Approval of the merger agreement, constitution of the resulting entity or reforms to the bylaws of the absorbing entity, and dissolution of the merged societies, as applicable, by the respective general shareholders' meetings;
2.3.2. Evidence of compliance with current provisions regarding the transfer of goodwill;
2.3.3. Obtaining conformity from the competent governmental authority and registration in the Public Commerce Registry of the definitive merger agreement and the bylaws governing the resulting society or the reforms introduced into the bylaws of the absorbing society. In the case of cooperative societies, approval and registration by the authority applying Law 20.337;
2.3.4. Quarterly submission to the Central Bank, starting from the date of authorization and within the first fifteen days of each quarter, of an informative summary regarding the compliance with each of the established conditions;
2.3.5. Full compliance with any other condition or requirement determined in the authorization resolution, and
2.3.6. All requirements must be fulfilled no less than 30 (thirty) calendar days prior to the date scheduled for the commencement of activities of the resulting entity from the merger, notifying such circumstance to the Central Bank for its ruling on the matter.
2.4. Transfer of goodwill.
The norms regarding the merger of financial entities apply, insofar as they are compatible, to the transfer of goodwill of entities.
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3.1. Application 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 that entities must meet.
3.2.1. Those contained in points 1.1., 1.4., 1.5., 1.7. and 1.8. of Chapter II.
3.2.2. Be compliant with the liquidity and solvency norms established by the currently effective provisions.
3.2.3. Possess adequate administrative and functional organization.
3.3. Information to be provided with applications.
3.3.1. Entities must accompany, along with the application, a copy of the minutes from the extraordinary shareholders' meeting in which the transformation project was approved "ad referendum" of the Central Bank's authorization, certified by a public notary, and a report approved by their respective boards of directors or administrative councils considering the following aspects:
3.3.1.1. The grounds for the initiative to adopt the new institutional class chosen;
3.3.1.2. Modifications to be introduced in their administrative, functional, and accounting organization, to adapt them to the requirements of the new institutional type;
3.3.1.3. Demonstration of the ability to integrate, within the timeframe established by the relevant regulatory norms, the minimum net worth corresponding to the institutional class proposed to be adopted, formulating, if applicable, the respective framework program and identifying the shareholders who will integrate the additional capital and their respective participations;
3.3.1.4. Project of reforms to be introduced in their social bylaws;
3.3.1.5. Description of the building or premises intended to be used based on the greater functional and operational requirements of the class to be adopted, or, if applicable, the aptitudes of the current establishment in this regard. In the first case, it must be indicated whether it will be purchased, constructed, or leased. If it refers to a building owned by the entity, the estimated cost and financing method must be recorded, and if it refers to leased real estate, the rent to be paid;
3.3.1.6. Probable amount of reorganization expenses and investments in new facilities and equipment, and
3.3.1.7. Entities that have authorized subsidiaries must inform whether these branches will continue to operate once the transformation is finalized or if their closure will proceed. In the first case, they must inform the category assigned to each branch. Regarding their respective premises, the requirements provided in point 3.3.1.5 apply.
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3.4. Other conditions.
The authorizations granted are conditioned upon compliance, within the timeframes established by the respective resolutions, of the following requirements:
3.4.1. Obtaining the conformity of the reforms introduced to the social bylaws by the competent governmental authority and their registration in the Public Commerce Registry. In the case of cooperative societies, approval and registration by the authority applying Law 20.337;
3.4.2. Submission to the Central Bank of the personal data and background of managerial-level personnel, unless the information is already in the possession of the Central Bank (forms 1113 and 898);
3.4.3. Installation of the entity and its subsidiaries in premises and buildings appropriate to the new class adopted, functionally independent from other companies, equipped with the security measures established by Law 19.130 and its regulatory norms;
3.4.4. Quarterly submission to the Central Bank, starting from the date of authorization and within the first fifteen days of each quarter, of an informative summary regarding the compliance with each of the established conditions;
3.4.5. Full compliance with any other condition or requirement determined in the respective authorization, and
3.4.6. All requirements regarding the transformation must be fulfilled no less than 30 (thirty) calendar days prior to the date of commencement of activities in the new class, notifying such circumstance to the Central Bank for its ruling on the matter.
At that time, a certificate issued by a public accountant and reviewed by the Professional Council of Economic Sciences of the respective jurisdiction must be attached, in order to demonstrate that the minimum net worth corresponding to the new class is met in accordance with the relevant regulatory norms, under the following text:
"I certify that the detail of the items constituting the net worth of…………………………………….., coincides with the entries in the main and auxiliary accounting of the entity as of……………………, and that its imputation, in addition to generally accepted accounting technical principles, complies with the definition of the concept 'Net Worth' determined by the Central Bank of the Argentine Republic."
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4.1. Timeframe for compliance with procedures.
4.1.1. In cases of applications for the installation, merger, and transformation of entities that are not submitted in full compliance with these basic norms, a certified letter with acknowledgment of receipt will be required to fully adapt the applications to said norms, setting a timeframe of 60 (sixty) calendar days for this purpose.
4.1.2. Applications are not considered as such until the information or requirements provided by these norms have been completed within the timeframe established in the previous point. If the requested action is not fulfilled upon expiration of said term, the presentation will be automatically archived.
4.2. Ineligibility to reapply for authorization.
In cases where the denial or archiving of the respective applications is ordered, the interested parties cannot submit a new authorization request for a term of three years from the date of the corresponding resolution.
This impediment also applies to the cancellation of authorization ordered due to non-compliance with the conditions upon which the agreement was contingent.
4.3. 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:
4.3.1. 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 business day of the month, it must send to its name the information required by the Central Bank 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 as of the respective closing date.
4.3.2. New entity resulting from the merger of other financial entities:
Financial entities authorized to merge must continue to prepare and submit to the Central Bank, until the month prior to that in which the new entity begins to operate, the monthly and general balance sheets that correspond, and the remaining information regime established by that Institution.
Upon commencing operations, the new entity proceeds:
4.3.2.1. To present to the Central Bank the closing balance sheets of individual accounts as of the day prior to that date and the opening balance sheet of the new entity. Subsequently, at the end of each calendar month, including the month of opening, the new entity must present monthly balance sheets in accordance with current norms.
4.3.2.2. To send to the Central Bank, at the close of the month of commencement of activities, the remaining information regime (e.g., minimum cash status, technical relations, settlement of the Monetary Regulation account, etc.), consolidating the data of its predecessors corresponding to the concepts that integrate the different information, during the period between the first day of that month and the day prior to the date on which it began to operate. In subsequent periods, they must continue observing the respective provisions for the purpose of submitting the corresponding statements.
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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 following the date of commencement of activities.
In another order, if the new entities undergo irregular fiscal year closings, the update of the residual value of the assets and their respective amortizations must be carried out as if they were complete fiscal years, provided that the assets subject to revaluation are incorporated into the entity's net worth at the beginning and end of the irregular fiscal year.
Likewise, by way of reminder, the terms of Article 8 of Law 19.742 (on Accounting Revaluation of Assets) are reiterated, insofar as it establishes that when the update includes assets of entities or goodwill reorganized - a concept encompassing the cases referenced herein - the date of acquisition, useful life terms, original values, and amortization rates are those of the predecessor entity, company, or goodwill.
Finally, it is highlighted that the new entity must conserve - for the timeframes established by current legislation - all documentation and background of the accounting registrations of its predecessors.
Norms related to the integration of capital in cases of creation and transformation of financial entities.
4.4.1. To definitively determine the legitimacy of the resources destined to integrate the capital, promoters and shareholders of new financial entities and shareholders in the case of transformation into others of a different class that have a higher minimum net worth requirement, must submit to the Central Bank the elements of judgment mentioned below, along with the respective authorization application.
4.4.2. Natural persons.
4.4.2.1. Complete asset declaration, in form 1113, corresponding to the month immediately preceding the submission to the Central Bank, and a list of the financial entities with which they operate, indicating in what capacity: account holder, borrower, etc.
The asset declaration must be made analytically, attaching documentation that accredits the origin and ownership of the declared assets. For this purpose, the following concepts will be taken as orientation:
ASSETS:
a) LIQUIDITY
c) SECURITIES (name, quantity, nominal value, last quotation, current value). d) REAL ESTATE (location, surface area, date of acquisition, original value, estimated market value, and destination - own use, rental, exploitation, etc.--). e) OTHER ASSETS (detail).
LIABILITIES:
a) MORTGAGE CREDITORS (detail of the encumbered asset, name of the creditor, payment method, maturity, amount). b) PLEDGE CREDITORS (detail of the encumbered asset, name of the creditor, payment method, maturity, amount). c) DEBTS WITH FINANCIAL ENTITIES (detail entity, headquarters, subsidiary, 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)……………………………$.
Other income (detail)…………………………………………$.
If the analytical asset declaration does not show the existence of sufficient liquid funds to carry out the capital contributions, a declaration closely related to the net worth or income must be submitted, detailing how the appropriation of funds will occur.
4.4.2.2. Photocopy of the last tax return submitted to the General Income Tax Office for Income and Net Wealth taxes, and their respective annexes.
4.4.3. Legal persons.
4.4.3.1. Documentation corresponding to the last two closed economic fiscal years (Report, Balance Sheet, and Income Statements, and other annexes, certified by a public accountant).
4.4.3.2. Certificate issued by a public accountant, stating that the society has the necessary liquidity to meet the obligations arising and the origin of such liquidity.
If at the time of submitting the application, the society does not have sufficient liquid funds to carry out the capital contributions, it must indicate the assets it will liquidate to obtain them. Upon each integration, a certificate issued by a public accountant must be attached.
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4.5. Incorporation into the deposit guarantee regime.
In cases of merger, transformation, and authorization of new entities, if opting for incorporation into the deposit guarantee regime, the respective application will be considered simultaneously with the processing thereof.
4.6. Acquisition and merger of national capital financial entities.
The Central Bank will provide mechanisms that facilitate the process of consolidation and strengthening of the private national banking sector. To this end, it will analyze the opportunity and convenience of granting adequate financing under the conditions determined for each case.
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The authorizations granted for the creation or transformation of entities are automatically revoked in the event of fundamental changes in the structure of the shareholder groups before the entity is enabled to serve the public or operate in the new class.
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The commercial domicile declared in form 1113 by the promoters, founders, directors, administrators, members of supervisory councils, auditors, liquidators, or managers of financial entities, is considered legally constituted before the Central Bank of the Argentine Republic, for all purposes.
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I swear under oath that as of the entity
I do not fall under any of the inabilities for the performance as promoter, founder, director, administrator, member of the supervisory council, auditor, liquidator, or manager, established by Article 10 of Law 21.526, as detailed below:
a) Those affected by the inabilities or incompatibilities established by Article 264 of Law 19.550, namely:
1) Those who cannot conduct commerce;
2) Those declared bankrupt due to culpable or fraudulent bankruptcy until ten years after their rehabilitation; those declared bankrupt due to casual bankruptcy or those in receivership until five years after their rehabilitation;;
the directors or administrators of a society whose conduct is qualified as culpable or fraudulent, until ten years after their rehabilitation;
3) Those sentenced with the accessory penalty of being ineligible to hold public office; those convicted of theft, robbery, fraud, bribery, issuing bad checks, and crimes against public faith; those convicted of crimes committed in the constitution, operation, and liquidation of societies. In all cases, until ten years after the sentence has been served;
4) Public administration officials whose performance relates to the object of the society, until two years from the cessation of their functions.
b) Those ineligible to hold public office; c) Delinquent debtors of financial entities d) Those ineligible to hold checking accounts or others that participate in their nature, until three years after such measure has ceased; e) Those ineligible by application of subsection 5) of Article 41 of Law 21.526, for the duration of their sanction, and f) Those who, by decision of a competent authority, have been declared responsible for irregularities in the government and administration of financial entities
Additional declaration for auditors, exclusively.
I am also not subject to the incompatibilities determined by Article 286, subsections 2 and 3 of Law 19.550, for the performance as an auditor, which refer respectively to:
Furthermore, I undertake to inform any modification that occurs in this regard, through the entity and within five business days of its occurrence.
Place and date Clarified Signature
CERTIFICATION OF SIGNATURE
Form 898 (V - 77)
The provision of this form must be requested via Form 337
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8. Background of promoters, founders, directors, administrators, members of supervisory boards, auditors, liquidators, or managers. Form 1113.
BANCO CENTRAL DE LA REPUBLICA ARGENTINA
BACKGROUND OF PROMOTERS, FOUNDERS, DIRECTORS, ADMINISTRATORS, MEMBERS OF BOARDS, AUDITORS, LIQUIDATORS OR MANAGERS ENTITY:
Surname Name
Position held in the entity Period
L.E./L.C./D.N.I. No. C.I. No. Issued by
Nationality Birth Residence in the country
Date Place
Marital Status Spouse
Father Mother
Personal Address
Establishing legal domicile at: Telephone
Profession (specify)
Financial entities with which it operates: (indicate in what capacity) Registration in the General Tax Office (Income Tax) Social Security Registrations Registration in the Foreign Investment Registry No. Employer - Box No. Employer - Box No. No.
STUDIES COMPLETED IN THE COUNTRY AND ABROAD
Cycle School, Institute, faculty Place Degree or Title Primary Secondary University Others Registered in the Roll of Volume Folio No.
Form 1113 (II - 81)
Registered as a Foreign Exchange Broker under No. entity The provision of this form must be requested via Form 337
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I - Installation, merger, and transformation. (Continuation) CREFI - 1 BACKGROUND AND PERFORMANCE IN TASKS RELATED TO FINANCIAL ACTIVITY Position or Function Entity Address Period In the country Abroad
BACKGROUND AND PERFORMANCE OF FOREIGN EXCHANGE ACTIVITIES Position or Function Entity Address Period In the country Abroad
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I - Installation, merger, and transformation. (Continuation) CREFI - 1 BACKGROUND AND PERFORMANCE IN OTHER ACTIVITIES Position or function Entity and activity that it develops Capital and reserves Millions of $ at / / Address Period In the country Abroad
PROFESSIONAL AND TEACHING BACKGROUND
In the country Abroad
PROFESSIONAL, COMMERCIAL, AND INDUSTRIAL LINKS In the country Abroad
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I - Installation, merger, and transformation. (Continuation) CREFI - 1 DECLARATION OF ASSETS AT / / (1) (in thousands of pesos) ASSET Original Value Current Value
I. CASH (2)
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2. Information to be provided with authorization notices.
It corresponds to record in the relevant authorization notices (Form 2906) the following information:
2.1. Name of the city, town, or zone where the subsidiary is projected to be installed;
2.2. Probable amount of the expenses for its installation and organization, and
2.3. Category of the subsidiary and probable date of authorization.
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3. Conditions to which authorizations are subject.
Once the communication from the Central Bank is received indicating that there are no obstacles to the installation of the subsidiary or the established term in Article 16 of Law 21.526 has elapsed without this Institution having formulated opposition regarding the projected installation, the entity is in a position to authorize the dependency in question, prior to compliance with the following requirements:
3.1. Communicate the initiation of activities by sending Form 2522, which must be in the possession of the Central Bank, without fail, at least 30 (thirty) calendar days prior to the date of the relevant authorization, to which this Institution will object if the requirements mentioned in point 3.2 are not met;
3.2. At the date of authorization, meet the requirements established in points 1.1., 1.4, and 1.11. and have installed in the premises where the subsidiary will operate - which must be adequate to the nature of the operations to be developed - the security measures established by the provisions of Law 19.130 and its regulatory norms, circumstances that must be recorded, with the character of a sworn declaration, in Form 2522;
3.3. The respective subsidiary must be authorized for public service within the year, counted from the date of expiration of the term established in the aforementioned Article 16;
3.4. Without prejudice to what is provided by the Central Bank regarding "Patrimonial Responsibility," integration of the minimum patrimonial responsibility that is recorded in each case:
3.4.1. Positions of higher category than that corresponding to the entity:
3.4.1.1. First subsidiary in the category: 50% (fifty percent) of the requirement established for the location, provided that the resulting amount is not lower than the patrimonial responsibility that corresponds to its other houses by their location, in which case the latter prevails.
If the amount resulting from applying the percentage exemption that corresponds is lower than the total amount of the patrimonial responsibility provided in the norms on minimum capitals for the category of higher immediate subsequent requirement in which another of the houses of the financial entity in question is located, then the total minimum capital corresponding to the category in which this latter house is located prevails. Furthermore, commercial and investment banks authorized to perform foreign currency operations must comply, regarding patrimonial responsibility, with the provisions of the authorization regime for such operations.
3.4.1.2. Second subsidiary in the category: total of the requirement established for the location.
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4. Deadlines for compliance with procedures.
4.1. The three-month term established in Article 16 of Law 21.526 is calculated from the date of receipt at the Central Bank of the authorization notices.
4.2. The Central Bank does not process authorization notices that are not presented in full compliance with the provisions of point 2., a circumstance that will be brought to the knowledge of the respective entities. In such cases, the term referred to in the preceding point is calculated from the date of receipt of the new authorization notice.
4.3. If the entity does not proceed to open a subsidiary within the term fixed in point 3.3. and maintains the intention to carry out the initiative, it must submit, before the expiration of said term, a new notice in the form provided in point 2., for which purposes it must meet the requirements established in point 1.
Once this new notice is submitted and no opposition from the Central Bank exists, from the expiration of the legal term established, the entity has a new term of 180 (one hundred eighty) days to authorize the subsidiary.
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5. Ineligibility to reiterate authorization notices.
In cases where the Central Bank orders the archiving of proceedings due to non-compliance with any of the conditions established by these norms for proceeding to the authorization of the respective dependency, the interested entities cannot file a new authorization notice for the same location during the term of one year, counted from the expiration of the fixed terms.
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6. Inquiry regarding subsidiaries pending opening.
At the request of the interested entities, the Central Bank provides them with the list of subsidiaries pending opening, according to the authorization notices filed in compliance with these norms. For specific cases referred to certain locations, Form 2910 must be submitted.
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7. Transfer of houses.
7.1. National financial entities may transfer their houses within the same location in which they operate, prior to notice submitted to the Central Bank via Form 2522, which must be in the possession of that Institution, without fail, at least 15 (fifteen) calendar days prior to the date of the relevant authorization.
Furthermore, they must inform in writing, with the same advance notice, any change of location that is arranged regarding non-operational sectors.
7.2. Any change of location that involves transferring the respective house to another location is considered as the closure of the dependency and the authorization of a new one, so the provisions of Article 18 of Law 21.526 and these norms apply respectively.
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8. Change of category of subsidiaries of banking entities.
Changes of category of subsidiaries of banking entities must be communicated to the Central Bank at least 5 (five) calendar days in advance, indicating the date on which they will occur.
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9. Notice to install subsidiary. Form 2906
MODEL
BANCO CENTRAL DE LA REPUBLICA ARGENTINA
Financial Entity Authorization Department
NOTICE TO INSTALL SUBSIDIARY
(Art. 14 of Law No. 21.256)
(1)
Entity: Class:
SUBSIDIARY TO BE INSTALLED
Category of the subsidiary: Probable date of authorization Location (2) Street No.
City - town Post Code
Neighborhood - sector
Municipality - department Prov.
House from which it would depend (3) Location
REASON FORESEEN FOR THE INSTALLATION AND ORGANIZATION OF THE SUBSIDIARY:
COMPLIANCE WITH THE NORMS OF CIRCULAR CREFI - 1 Chapter II This Institution is included in the provisions of points I.I to I.II of the cited regulation, which determine the conditions that interested entities must meet to authorize subsidiaries. The authorization of the subsidiary referred to in this notice will be carried out in compliance with the conditions established in point 3 of said regulation. OTHER INFORMATION (4) Place and date Authorized signatures (1) - Reserved for the Central Bank of the Argentine Republic (2) - A plan with the indication of the location of the subsidiary will be attached. Furthermore, when the notice refers to a mobile agency, the routes, avenues, and streets that the unit would have to travel and the distance to be covered each day will be clearly indicated. Furthermore, it will be specified - in said plan or in a complementary reference - the public or private places where fixed stops would be established, indicating, to better locate them, the premises, other constructions, or accidents that might exist in the vicinity of the respective stop. The schedule of the mobile agency's stay in each of these establishments will also be recorded. (3) - To be integrated in case of notice to install a subsidiary that depends on another house. (4) - It will include: a) Data required by the relevant regulation that have not been included in the previous sections, e.g.: In the case of mobile agencies, security measures to be adopted regarding the continuity of the service and the safeguarding of values, insurance, and risks to be covered, etc. b) Any other information deemed relevant for a better consideration of the initiative. Form 2906 (II - 82) The provision of this form must be requested via Form 337
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10. Initiation of subsidiary activities. Transfer (head office, parent, or subsidiary). Form 2522
BANCO CENTRAL DE LA REPUBLICA ARGENTINA
Financial Entity Authorization Department
FINANCIAL ENTITIES
Initiation of subsidiary activities - Transfer (head office or parent or subsidiary) Entity: Class:
Name of the house Category
INITIATION OF ACTIVITIES CURRENT LOCATION (for the case of transfer) (1) Street: No. Tel.:
City - Town Post Code
Neighborhood - Sector
Municipality - Department
Province
Date of authorization: (2) / / (must correspond to a date not less than 30 days after the submission of this form to the Central Bank) Notice to install subsidiary (Form No. 2906 Submitted to the B.C.R.A. on / / and registered with No. T R A N S F E R N e w A d d r e s s Street: No. Tel.:
City - Town Post Code
Neighborhood - Sector
Municipality - Department
Province
Date of authorization: / / (must correspond to a date not less than 15 days after the submission of this form to the Central Bank) COMPLIANCE WITH THE CONDITIONS ESTABLISHED FOR AUTHORIZATION This entity declares that:
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II - Installation of subsidiaries of national financial entities in the country (Continuation). CREFI - 1
11. Inquiry regarding notices to install subsidiaries submitted to the B.C.R.A. Form 2910.
MODEL
BANCO CENTRAL DE LA REPUBLICA ARGENTINA Reserved for the B.C.R.A.
Financial Entity Authorization Department
INQUIRY REGARDING NOTICES TO INSTALL SUBSIDIARIES SUBMITTED TO THE CENTRAL BANK OF THE ARGENTINE REPUBLIC Entity: Class:
We request that the Central Bank kindly inform us of the list of authorization notices that, in accordance with what is established in Article 16 of Law No. 21.526, entities of our same class may have formalized for the location detailed below:
Neighborhood - Sector
City - Town Post Code
Municipality - Department Prov.
Place and date Authorized signature
RESERVED FOR THE CENTRAL BANK OF THE ARGENTINE REPUBLIC List of projects submitted to the Central Bank of the Argentine Republic by entities of the same class on / / ENTITY Category of the subsidiary This form must be sent in original and duplicate Buenos Aires, Form 2900 (II- 81) Authorized signature and clarification The provision of this form must be requested via Form 337.
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III - Installation of subsidiaries of foreign financial entities in the country. (Continuation) CREFI - 1
2. Information to be provided with applications.
2.1. Authorization requests submitted by entities must be formalized by integrating Form 2906 B (whose model appears as point 5 of this Chapter), and must include the information established in point 2. of Chapter II.
2.2. Additionally, in order to prove the requirement established in point 1.2. of this Chapter, documentary evidence issued by the competent governmental authority of the country of origin must be attached, whereby it assumes the commitment to admit the establishment of subsidiaries of Argentine financial entities in its territory. Such documentation must be legalized by the Ministry of Foreign Affairs and Worship, and accompanied by a copy translated into the Spanish language, where applicable.
At the discretion of the Central Bank, applicants may be exempted from this requirement when treaties or agreements have been concluded with the respective foreign countries or when the existence of reciprocity relations regarding the establishment of financial entities has been recognized.
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3. Conditions subject to which authorizations are granted.
The authorization of subsidiaries that the Central Bank permits to be installed is conditioned upon compliance with the following requirements:
3.1. Communicate the commencement of activities by sending Form 2522, which must be in the possession of the Central Bank at least 30 (thirty) calendar days prior to the date of the relevant authorization, to which this Institution may object if the requirements mentioned in point 3.2. are not met:
3.2. At the date of authorization, meet the requirements established in points 1.1. and 1.4. of Chapter II and have installed in the premises where the subsidiary will operate - which must be adequate to the nature of the operations to be developed - the security measures established by the provisions of Law 19.130 and its regulatory rules, circumstances that must be recorded, with the character of a sworn statement, in Form 2522, and
3.3. The subsidiary must be authorized for public service within one year counted from the date of the resolution authorizing its installation.
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4. Other provisions.
4.1. For inquiries regarding subsidiaries pending opening, relocation of offices, and change of subsidiary category, the provisions contained in points 6., 7. and 8. of Chapter II apply, respectively.
4.2. If the opening of a subsidiary is not carried out within the term fixed in point 3.3. and the entity maintains the intention to carry out the initiative, it must submit, before the expiration of said term, a request for extension, for which it must meet the requirements established in point 1.1.
Upon submission of this new request, and in the absence of opposition by the Central Bank, the entity has a new term of 180 days to authorize the subsidiary. If this final term expires without the dependency being authorized, or if one year (provided for in point 3.3.) expires without a request for extension being submitted, the authorization becomes void, and the proceedings are archived without further procedure.
4.3. In cases where the Central Bank orders the archiving of proceedings due to non-compliance with any of the conditions established by these norms, interested entities cannot submit a new authorization request for the same location for a term of one year, counted from the expiration of the established term.
4.4. When points cited in Chapter II refer to "authorization notices," for the purposes of these norms, they must be considered as "authorization requests."
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1.3.1. Upon obtaining the consent of the foreign country's authorities, send a legalized copy of the corresponding documentation and keep the Central Bank informed of any governmental measure likely to affect the operation of the dependency;
1.3.2. Communicate to the Central Bank the commencement of activities of the dependency with an advance of at least 15 (fifteen) calendar days, informing the data corresponding to the address where it will operate;
1.3.3. At the date of authorization, meet the requirements established in point 1.1.1. of this Chapter and 1.4. of Chapter II, circumstances that must be recorded with the character of a sworn statement, in the communication;
1.3.4. The authorized subsidiary must be authorized, at the latest, within a term of one year counted from the date of the resolution;
1.3.5. Remittances to be made for the constitution of capital and the coverage of installation expenses of the authorized dependency must be made in accordance with the exchange regulations in force at the time they are carried out;
1.3.6. Entities must bear the expenses required for inspections of the dependency carried out by the Central Bank of the Argentine Republic, and
1.3.7. Resources assigned to the subsidiary must be deducted from the patrimonial responsibility computable according to the regulations on minimum capital of financial entities.
1.4. Information regime.
Once subsidiaries are authorized, respective entities must comply with the following information regime, without prejudice to the "Accounting Standards for Financial Entities":
1.4.1. Along with the balance sheet of the local entity corresponding to the last month of each economic quarter, the following information must be submitted to the Central Bank:
1.4.1.1. Status of relations between the subsidiary's own resources and: collected deposits; finance, guarantees, and other contingent liabilities; investments in own-use assets and immobilized assets, and
1.4.1.2. Demonstration of the subsidiary's operation regarding operations linked with our country, detailing: quantity and amount of documentary credits opened during the period; collections and remittances made, and amount of credit lines channeled through the subsidiary.
1.4.2. The Central Bank must be informed immediately of:
1.4.2.1. Any modification that occurs with respect to the information provided when submitting the authorization request as established in points 1.2.1, 1.2.6. and 1.2.7.;
1.4.2.2. Any eventual changes of address of the subsidiary, which can only be carried out within the limits of the city where its installation was authorized;
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1.4.2.3. Sanctions imposed on the subsidiary by the control authorities of the country in which it operates, and
1.4.2.4. Any other type of information related to the operation of the dependency or the location in which it operates, which by its nature may be of interest to the Central Bank.
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2. Representation offices abroad.
2.1. Requirements that entities must meet.
Financial entities requesting authorization to install representation offices abroad must meet the following requirements:
2.1.1. Those established in points 1.2. to 1.5. and 1.7. to 1.9. of Chapter II and 1.1.3. of this Chapter;
2.1.2. Having fully integrated the minimum patrimonial responsibility established by current provisions, and
2.1.3. Having authorization to operate in foreign currency in Category "C", with a minimum validity of five years and having exercised it, uninterruptedly during that period, in financial and commercial operations with the exterior, with a level of significance.
2.2. Information to be provided with authorization requests.
In authorization requests, it corresponds to record, with the greatest breadth, the data referred to in points 1.2.1, 1.2.2., 1.2.5., 1.2.7., 1.2.9. and 1.2.10.
2.3. Conditions subject to which authorizations are granted.
Authorizations granted for the installation of representation offices abroad oblige compliance with the following requirements:
2.3.1. Those stated in points 1.3.1., 1.3.2. and 1.3.4. to 1.3.6.;
2.3.2. At the date of authorization, meet the requirements established in point 1.4. of Chapter II and 2.1.2. of this Chapter, circumstance that must be recorded, with the character of a sworn statement, in the communication referred to in point 1.3.2.;
2.3.3. The action of representation offices must be subject exclusively to the development of non-operational activities for which they were authorized.
2.4. Information regime.
Once representation offices are authorized, entities must comply with the following information regime:
2.4.1. Along with the balance sheet (Form 3826) 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 submitted to the Central Bank.
2.4.2. The Central Bank must be informed immediately of:
2.4.2.1. Any modification that occurs with respect to the information provided when submitting the authorization request as established in points 1.2.2 and 1.2.7.;
2.4.2.2. Any eventual changes of address of the office, which can only be carried out within the limits of the city where its installation was authorized;
2.4.2.3. Sanctions imposed on the office by the control authorities of the country in which it operates, and
2.4.2.4. Any other type of information related to the operation of the office or the location in which it is installed, which by its nature may be of interest to the Central Bank
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3. Other provisions.
3.1. The Central Bank does not process authorization requests that are not presented in full accordance with the provisions of points 1.2. or 2.2. depending on the case, a circumstance that will be brought to the knowledge of the respective entities.
3.2. If the term established in point 1.3.4. expires without the relevant dependency being authorized, the authorization becomes void, proceedings are archived without further procedure, and the requesting entity loses the priority it might have had.
3.3. In cases where the Central Bank orders the archiving of proceedings due to non-compliance with any of the conditions established by these norms to proceed with the authorization of the respective dependency, interested entities cannot submit a new authorization request for the same location for a term of one year, counted from the expiration of the fixed terms.
3.4. When points cited in Chapter II refer to "authorization notices," for the purposes of these norms, they must be considered as "authorization requests."
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2. Information to be provided with authorization requests.
It corresponds to record, with the greatest breadth, in the relevant authorization requests, the following data:
2.1. Name and address of the headquarters of the foreign entity receiving the participation;
2.2. Capital of the foreign entity and individual percentage participation of each shareholder;
2.3. Amount in foreign currency required for the investment, with the corresponding schedule of foreign currency expenditures;
2.4. Bylaws and other provisions governing the foreign entity;
2.5. Spanish copy of the current legal and regulatory provisions in the respective country for the installation and operation of the entity that is the subject of the investment abroad;
2.6. If it is an already constituted entity, it must provide Reports, General Balance Sheets, and Income Statements corresponding to the last two closed economic fiscal years, certified by a competent authority, supplemented with the list of board members;
2.7. Purpose of the participation in connection with financial and commercial relations with our country.
2.8. International network of correspondent banks, indicating valid credit lines in their various forms.
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3. Conditions subject to which authorizations are granted.
3.1. The liability of the local entity is limited to the capital contribution provided in the relevant resolution, and consequently cannot assume joint obligations or additional commitments regarding the operations or activities carried out by the foreign entity that is the subject of such residence, which exceed the regulations established by Law 21.526 and its regulatory rules.
3.2. Foreign currency remittances necessary to integrate the capital participation in foreign entities must be made in accordance with the exchange regulations in force at the time of their realization.
3.3. The authorization granted by the Central Bank implies no commitment regarding any future requirements for capital increases or to cover operational losses, which will be subject to particular consideration, within an updated analysis.
3.4. The amount of participations in other foreign entities must be subtracted from the patrimonial responsibility for the purpose of its computation for the various ratios established by the Central Bank.
3.5. The authorized entity must send to the Central Bank, within 60 (days) of formalizing the transfer of funds:
3.5.1. Authenticated copy of the documentation issued by the competent authorities of the receiving country that proves, in addition to those other aspects that may be relevant, the authorization of the residence within the foreign investment regime and its corresponding registration in amount and currency, in accordance with the current legislation in the matter in the receiving country, and
3.5.2. List of the board of directors of the entity constituted abroad, if it had not been provided at the time of submitting the request.
3.6. The securities representing the participation and the capitalized profits it generates cannot change ownership without the prior consent of the Central Bank of the Argentine Republic.
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4. Information regime.
4.1. Along with the balance sheet (Form 3826) of the local entity, corresponding to the last month of each calendar semester, the following information must be submitted to the Central Bank, referring to the calendar semester immediately preceding that one:
4.1.1. Semi-annual balance and/or year-end balance of the foreign entity and income statement.
When two or more local entities have participation in the same foreign entity, the information must be sent by only one of them, and the Central Bank must be notified of which one is designated.
4.2. The Central Bank must be informed immediately of:
4.2.1. 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.;
4.2.2. Sanctions imposed on the entity by the control authorities of the country in which it operates;
4.2.3. Any loss that is not covered by the accumulated results in the same fiscal year;
4.2.4. Any other type of information related to the operation of the entity or the location in which it operates, which by its nature may be of interest to the Central Bank, and
4.2.5. In the event that the closure of the investment recipient entity is decided, the measure must be communicated to the Central Bank immediately upon becoming aware of it.
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VI - Disqualifications. (Continuation) CREFI - 1
2. Sworn declarations by executive personnel.
Within 15 (fifteen) business days of the respective meeting and prior to the assumption of the relevant positions by the new authorities, the data corresponding to the persons who have been elected or appointed must be submitted to the Central Bank, on forms 1113 and 898 prescribed for this purpose, accompanied by a sworn declaration from them showing that they are not subject to the disqualification regime provided for in Article 10 of Law 24.526. In the same declaration, these persons must commit to communicating to the Central Bank, through the entity and within 5 (five) business days of occurrence, any modification that arises regarding this matter. The signature of the aforementioned sworn declaration must be certified by the respective entity. The board of directors or administration council of each entity must take knowledge of this resolution at the first meeting it holds, transcribing its text in the minutes book.
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VI - Disqualifications. (Continuation) CREFI - 1
3. Definitions of the expression "managers".
The expression "managers" used in Article 10 of Law 21.526, comprises those administrative officials who, under that or another denomination, have resolving powers at the operational level of the entity, of whose execution they are the main responsible parties according to what is established by the bylaws, the internal regulations, the general assembly or by the governing body. Consequently, it comprises the officials who hold the following positions or their equivalents, regardless of the denomination they adopt:
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ASSET:
a) LIQUIDITIES (when it does not exceed 5% of the value of the transaction it will not be necessary to demonstrate the origin).
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VIII - Share regime. (Continuation) CREFI - 1 umentation that justifies the realization of assets, in the case of income derived from the collection of fees, participation in profits, etc., certification of the company that made the payment must be added. In the case of having declared as resources, the collection of rents, 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 pertinent monthly income and its source;
1.3.2.2. Photocopy of the last sworn declaration presented to the General Directorate of Taxes for Income and Net Wealth Taxes, and of their respective annexes;
1.3.2.3. Sworn declaration in form 898, in which the acquirer of the shares declares that none of the disqualifications fixed by Article 10 of Law 21.526 applies to him, and
1.3.2.4. Form 1441 in original and five photocopies for each of the acquirers with their personal data.
The information referred to in this point 1.3.2. may be presented by the share acquirers under closed envelope, through the financial entity or directly at the Central Bank with a note addressed to the Management of Authorization of Financial Entities.
1.3.3. Legal persons.
1.3.3.1. 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;
1.3.3.2. Documentation corresponding to the last two closed economic years (Report, Balance Sheet and Statement of Results, certified by a professional registered in the public accountant registry of the respective jurisdiction);
1.3.3.3. Certification issued by a public accountant, in which it is stated that the society had the necessary liquidities to meet the obligations arising from the share negotiation agreed and the origin of such liquidities when they did not proceed from sales income. 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, in addition, present forms 1113 corresponding to the persons who have made the contributions.
1.3.3.4. List of the members of the Board of Directors, Management, Auditing and/or Supervisory Councils, attaching the personal data of each of them in forms 1113 and 1441 (the latter in original and five photocopies). The list of shareholders will also be provided in a sheet according to the model found in point 1.11., and
1.3.3.5. Shareholder attendance corresponding to the last two ordinary assemblies held, provided in a sheet according to the model of point 1.11.
1.3.4. Regarding the financial entity whose shares were the subject of the share transaction.
1.3.4.1. Shareholder list (using sheets according to the model of point 1.11.) corresponding to the distribution of the capital integrated after the transfer is completed, and
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VIII - Share regime. (Continuation) CREFI - 1
1.3.4.1. Modifications to be made immediately in the Management, Auditing and/or Supervisory Council and those that are to be introduced in them and in the Board of Directors once the term provided for in point 1.5. has expired, these last ones must be ratified with an advance of 30 calendar days to the date planned for their completion.
In addition, they must send their personal background and suitability and experience in the financial activity in form 1113 and the personal data in form 1441 (original and five photocopies).
1.4. Without prejudice to the sending of all the information detailed in the previous points, the Central Bank may request other data or elements of judgment that it deems necessary to complete the examination of the share negotiations submitted to its consideration, for which a period of ten business days will be fixed for the interested parties. Likewise, they must submit to the inspections that might be considered appropriate for this purpose.
1.5. Until the Central Bank issues its opinion on the transfer or four months have not elapsed, counted from the date on which it is communicated to the interested party that all the documentation that must be sent by virtue of point 1.3. of this chapter has been received, only modifications can be introduced in the Management, Auditing and/or Supervisory Council of the financial entity, its Board of Directors must continue in functions for that period. In cooperative societies, the obligation of permanence applies to the members of the Administration Council. If the mandate of the directors or counselors expires before that period, the pertinent legal means must be arranged to extend the respective mandates until completing that period.
Without prejudice to this, the Central Bank may extend this period when it deems necessary to consider the opportunity and convenience of the proposed negotiation.
1.6. Legal persons 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 persons are directly or indirectly controlling those, the shares with voting rights that represent their capital must be nominative, with the exception of those that quote their securities in the country's securities markets.
1.7. All share negotiations that must be communicated to the Central Bank in accordance with what is established in points 1.1. and 1.2., must be arranged "ad referendum" of the approval of said Institution.
In the documents that instrument the purchase and sale, it must be stated that both parties know this regulation, and financial entities must disseminate it among their shareholders.
1.8. These norms will be applied by the Central Bank to cases where, by option to purchase, subscription of shares, syndication or other act, changes in the classification of the entities and/or alteration of the structure of the shareholder groups occur.
1.9. 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 21.526, without prejudice to adopting a resolution on the respective share negotiation with the elements of judgment gathered.
1.10. The societies that, on the date of entry into force of this resolution, control directly or indirectly financial entities and that do not quote their shares in the securities markets, have until October 31, 1981 as the maximum deadline to conclude all legal, administrative and internal order procedures, to realize the conversion to nominative of all their shares with voting rights.
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VIII - Share regime. (Continuation) CREFI - 1
1.11. Model of information.
ENTITY:………………………….
CAPITAL SHARES
CLASS………… CLASS………..
……… VOTE…………. VOTE
Subscribed…………………………. …………………………………….
Integrated…………………………. …………………………………….
LIST OF SHAREHOLDERS AT…../…../……
---------------------------------------------------------------------------------------------------------------(‘) SHAREHOLDER ATTENDANCE AT THE ORDINARY GENERAL ASSEMBLY HELD ON…./…./…. Quantity of shares Total Name Domicile Nationality Class…… Class……… votes Total v$n. Representative
(‘) - Strike out what does not apply.
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VIII - Share regime. (Continuation) CREFI - 1
2. Nominativeness of the shares of financial entities.
2.1. Information regime.
Financial entities must regularly update, 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 share capital structure, without prejudice to those they have to supply on each occasion by reason of what is established in point 1. of this Chapter. With the object of uniforming the information to be provided by the entities included, forms 2637 and 2638 have been implemented, whose models are inserted as points 2.2. and 2.3. The first, called "List of the main holders of shares with voting rights", is to be used to inform regarding all holders whose shareholdings represent 2% or more of the total capital or of the votes of the society; if with them a participation of Argentine shareholders exceeding 70% of these totals is not reached, they must also include holders of subsequent percentages less than 2% until that 70% is exceeded. The second, "Information linked with the share capital structure of financial entities", is constituted by Tables I and II. Table I, called "Participation of shareholders with voting rights with respect to the total social capital", is basically a summary of the information registered in form 2637. In addition, it contains the total corresponding to the remaining holders of shares with voting rights that, by not fitting within the concept of "Main shareholders", are not included in form 2637. Likewise, to complete the total social capital of the entity, the amount to which the item "Shares without voting rights" amounts must be registered. In turn, Table II, "Distribution of social capital", illustrates on its total amount, discriminated according to the nature, classes and other characteristics of the shares that compose it. The cited forms, which are provided free of charge, must be sent to this Institution only in original. To determine the place of granting of the identity document or of the legal personality, depending on whether they are natural persons or shareholder societies, respectively, the following codes must be used:
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VIII - Share regime. (Continuation) CREFI - 1
2.1.1. Code by Argentine political division.
Code
Federal Capital………………………………………………………………………… 01 Province of Buenos Aires…………………………………………………………… 02 Province of Catamarca……………………………………………………………… 03 Province of Córdoba………………………………………………………………… 04 Province of Corrientes……………………………………………………………… 05 Province of Chaco…………………………………………………………………… 06 Province of Chubut…………………………………………………………………… 07 Province of Entre Ríos………………………………………………………………. 08 Province of Formosa………………………………………………………………… 09 Province of Jujuy……………………………………………………………………… 10 Province of La Pampa………………………………………………………………… 11 Province of La Rioja………………………………………………………………….. 12 Province of Mendoza………………………………………………………………… 13 Province of Misiones…………………………………………………………………. 14 Province of Neuquén…………………………………………………………………. 15 Province of Río Negro………………………………………………………………… 16 Province of Salta……………………………………………………………………… 17 Province of San Juan………………………………………………………………… 18 Province of San Luis…………………………………………………………………. 19 Province of Santa Cruz……………………………………………………………… 20 Province of Santa Fe………………………………………………………………… 21 Province of Santiago del Estero…………………………………………………….. 22 Province of Tucumán………………………………………………………………… 23 National Territory of Tierra del Fuego, Antarctica and South Atlantic Islands….. 40
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VIII - Share regime. (Continuation) CREFI - 1
2.1.2. Country code.
Afghanistan, Democratic Republic of…………………………………….
Albania, People's Republic of…….. 065
Federal Republic of Germany………. 052
German Democratic Republic (East Germany)……………… 003 Upper Volta, Republic of……………. 025 Principality of Andorra……………… 100 People's Republic of Angola……… 101 Arab Syria (Republic)…………….. 164 Kingdom of Saudi Arabia…………… 035 Algeria (Algerian Democratic and People's Republic)……………. 053 Argentina (Argentine Republic) Commonwealth of Australia………….. 102 Republic of Austria …………….. 080 Commonwealth of the Bahamas………. 021 State of Bahrain………………… 013 People's Republic of Bangladesh… 048 Barbados…………………………… 149 Kingdom of Belgium…………………. 165 People's Republic of Benin…….. 150 Bhutan…………………………….. 006 Union of the Socialist Republic of Burma………………………. 113 Republic of Bolivia…………….. 073 Republic of Botswana…………. 089 Federative Republic of Brazil…. 041 Brunei ……………………………. 151 People's Republic of Bulgaria….. 012 Republic of Burundi……………. 174 Republic of Cape Verde………… 045 United Republic of Cameroon…… 104 Canada……………………………. 172 Republic of Central African…….. 106 Republic of Colombia………….. 017 Comoros………………………….. 107 People's Republic of the Congo…… 054 Republic of Korea……………… 184 Republic of Côte d'Ivoire………. 152 Republic of Costa Rica…………. 044 Republic of Cuba………………. 110 Republic of Chad……………….. 055 Socialist Republic of Czechoslovakia………………………………. 051 Republic of Chile……………….. 111 People's Republic of China……… 014 Republic of Cyprus……………… 011 Kingdom of Denmark……………… 083 Republic of Djibouti…………….. 112 037 004 114 154 115 038 162 061 097 092 155 116 062 063 183 034 020 090 086 036 024 018 039 007 117 019 118 105 119 120 166 032 064 122 123 043 124 156 Dominica………………………………….. 163 Dominican Republic………………… 076 Republic of Ecuador…………………. 047 Arab Republic of Egypt……………. 057 Republic of El Salvador……………… 058 United Arab Emirates……………….. 153 Spanish State…………………… 009 United States of America…………… 002 Socialist Ethiopia…………………….. 059 Fiji………………………………………… 186 Republic of the Philippines………… 085 Republic of Finland………………… 037 French Republic………………….. 004 Gabonese Republic…………………. 114 Gambia…………………………………… 154 Republic of Ghana…………………… 115 Hellenic Republic………………….. 038 Grenada………………………………….. 162 Republic of Guatemala………………. 061 Cooperative Republic of Guyana….. 097 Republic of Guinea-Bissau…………… 092 Republic of Equatorial Guinea………. 155 Republic of Guinea…………………… 116 Republic of Haiti………………………. 062 Republic of Honduras………………… 063 Hong Kong……………………………… 183 People's Republic of Hungary………… 034 Republic of India……………………. 020 Republic of Indonesia……………….… 090 Republic of Iraq………………………… 086 Islamic Republic of Iran……………… 036 Republic of Ireland…………………….. 024 Iceland……………………………………... 018 State of Israel………………………….. 039 Italian Republic………………… 007 Jamaica…………………………………… 117 Empire of Japan……………………….. 019 Hashemite Kingdom of Jordan………… 118 Democratic Kampuchea……………….. 105 Republic of Kenya……………………… 119 State of Kuwait ……………………….. 120 Kingdom of Lesotho…………………… 166 Lebanese Republic…………………….. 032 Republic of Liberia…………………….. 064 Libyan Arab Jamahiriya (Socialist People's
Libyan Arab Jamahiriya)…………………………………. 122 Principality of Liechtenstein………… 123 Grand Duchy of Luxembourg………… 043 Democratic Republic of Madagascar. 124 Federated Malaysia………………….. 043
VIII - Shareholding Regime. (Continuation) CREFI - 1
Malawi (Republic)……………..
Maldives, Republic of………….
Mali, Republic of………………
Malta, Republic of
Malta (Sovereign Military Order of).
Morocco, Kingdom of……………..
Mauritius, Independent State of..
Mauritania, Islamic Republic of…
Mexico (United Mexican States)..
Monaco, Principality of………………
Mongolia, People's Republic of……
Mozambique, Republic of…………
Nauru………………………………….
Nepal, Kingdom of……………………..
Nicaragua, Republic of……………
Niger, Republic of…………………
Nigeria, Federal Republic of…….
Norway, Kingdom of………………….
New Caledonia……………………
New Zealand, Commonwealth of…..
New Hebrides…………………..
Oman, Sultanate of……………….
Netherlands, Kingdom of the………..
Pakistan, Islamic Republic of…..
Panama, Republic of…………….
Papua, New Guinea……………..
Paraguay, Republic of…………..
Peru (Peruvian Republic)…………
Poland, People's Republic of……
Portugal (Portuguese Republic)…
Puerto Rico…………………………
Qatar, State of…………………..
United Kingdom of Great Britain and Northern Ireland…………………..
Rwanda, Republic of…………….
Romania, Socialist Republic of..
Solomon (Islands)…………………….
San Marino, Most Serene Republic of………………………………….… Saint Lucia, Republic of………..
157
167
125
168
171
126
158
127
033
129
128
187
177
130
067
131
132
028
175
022
096
159
008
042
068
169
069
026
030
016
066
160
001
133
031
173
135
178
Holy See……………………………
Sao Tome and Principe, Democratic
Republic of……………………….
Saint Vincent and the Grenadines……..
Senegal, Republic of………………
Seychelles………………………….…
Sierra Leone, Republic of…………
Singapore, Republic of……………..
Somalia, Democratic Republic of..
Sri Lanka, Democratic Socialist
Republic of………………………….
South Africa, Republic of…………….
Sudan, Democratic Republic of the…
Sweden, Kingdom of……………………..
Switzerland (Swiss Confederation)……….
Suriname, Republic of…………….
Swaziland, Kingdom of………………
Taiwan…………………………………
Tanzania, United Republic of……..
Thailand, Kingdom of………………..
Tongolen, Republic………………..
Tonga………………………………….
Trinidad and Tobago, Republic of…..
Tunisia (Republic)………………..
Turkey, Republic of……………….
Uganda………………………………..
Union of Soviet Socialist Republics……………………………..
Uruguay, Oriental Republic of the…….
Venezuela, Republic of……………
Vietnam, Socialist Republic of…..
Yemen, Arab Republic of………..
Yemen, Democratic and Popular
Republic of……………………………
Yugoslavia, Socialist Federal Republic of………………………..
Zaire, Republic of…………………
Zambia, Republic of……………….
Zimbabwe………………………………
078
179
170
136
188
137
182
094
088
023
138
027
005
199
180
056
161
140
141
181
142
143
046
144
040
010
079
145
147
148
029
108
109
176
20.7.81 2
ARGENTINE SHAREHOLDERS FOREIGN SHAREHOLDERS ENTITY CODE 1 Natural Persons (1) 3 Natural Persons (3) CENTRAL BANK OF THE ARGENTINE REPUBLIC Financial Entities Authorization Department LIST OF MAJOR HOLDERS OF VOTING SHARES 2 Legal Persons (2) 4 Legal Persons (4) ENTITY: Information with data as of the date of the ordinary assembly held on: Use different formulas for each of the four classifications marking with “X” the corresponding box. Subscribed Shares Identity Document Granting of legal personality Total (10) Partially paid No. of order Last names and first names or corporate name (5) Nationality or legal nature (6) (7) No. (7) Date Real and legal addresses (8) Class of shares Votes per share Quantity V$n Number of votes V$n Payments made Observations 20.7.81 TRANSPORT OR TOTAL FOR EACH CLASSIFICATION 1 Form. 2637 (X - 76) General Manager Signature clarification President Signature clarification Place and Date SEE INSTRUCTIONS ON REVERSE The provision of this form must be requested via formula 337.
2.2. List of major holders of voting shares. Formula 2637.
VII - Shareholding Regime (Continu ation)
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VIII - Shareholding Regime. (Continuation) CREFI - 1
INSTRUCTIONS
NOTE: This information will necessarily include all holders whose respective shareholdings represent 2% or more of the total capital or votes of the company; if with them a shareholder participation of Argentines exceeding 70% of these totals is not reached, it will also include holders of subsequent minority participations below 2%, until that 70% is exceeded.
(1) - With domicile in the country or abroad:
(2) - Constituted in the country without foreign shareholder participation or with a participation less than 30% of the capital and votes of the entity.
(3) - Non-residents in the country or with an effective and permanent residence of less than ten years;
(4) - Constituted abroad or in the country with foreign shareholder participation holding 30% or more of the capital or votes of the entity.
(5) - Transcribe in strict alphabetical order. Natural persons will be registered according to personal documentation, without abbreviations or additions. Married women will appear with their maiden and married surnames, in that order. Legal persons must be transcribed in full, without initials, according to the articles of association or statutes. Holders of shares with different numbers of votes will be reported successively maintaining a single order number.
(6) - Indicate the document code according to the origin detail:
(7) - To determine the place of issuance of the identity document or legal personality, use the country code inserted in point 2.4. of this Chapter.
(8) - If possessing both addresses, they must be registered in the indicated order.
(9) - The line number (1., 2.1., 2.2. or 3.) in which the class of share in question was included in Table II, App. I - A, of formula 2638 will be recorded.
(10) - These columns will contain the sum of the subscribed and fully paid shares plus those corresponding to new subscriptions that are in the process of integration, which will also be recorded in the two immediate following columns.
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2.3. Information related to the share capital structure of financial entities.
Formula 2638.
CENTRAL BANK OF THE ARGENTINE REPUBLIC
Financial Entities Authorization Department
INFORMATION RELATED TO THE SHARE CAPITAL STRUCTURE OF FINANCIAL ENTITIES
Entity: Information with data as of the date of the ordinary assembly held on:
TABLE I PARTICIPATION OF SHAREHOLDERS WITH VOTING RIGHTS WITH RESPECT TO THE TOTAL SOCIAL CAPITAL
Capital Votes
Number of shares V$n % of total Number % of total
I. SHARES WITH VOTING RIGHTS (A + B) _______________________ 100
A - Total of holders included in formula 2637 (1+2) _________ 1 - Argentines (1.1 + 1.2) _____________________________________
1.1. Natural Persons ____________________________________
1.2. Legal Persons __________________________________
2. Foreigners (2.1. + 2.2.) ____________________________________
2.1. Natural Persons ____________________________________
2.2. Legal Persons___________________________________
B - Remaining holders not included in formula 2637___________________ II - SHARES WITHOUT VOTING RIGHTS (Table II - Section II)______________ III - TOTALS (I + II)_________________________________________________ 100
TABLE II DISTRIBUTION OF SOCIAL CAPITAL
Shares
Class Votes per each V$n Quantity
Capital V$n
(2 x3)
Number of votes (1 x 3)
OBSERVATIONS: Place and date:
General Manager President
Form. 2638 (X - 78)
(*) - Without voting rights: from 1.5.70 for banks and from 1.1.75 for financial companies and consumption societies.
NOTE: Clarify in “Observations” if the respective dividends are cumulative, the amount of the fixed dividend, and if they have or do not have additional participation.
The provision of this form must be requested via formula 337.
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Means suitable for this purpose are considered to be all kinds of notices and documents intended for the public or indiscriminate persons, or through door-to-door brokers or general circulars to specific persons.
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X - Authorization to operate in foreign currency. CREFI - 1
1.1. Types of authorization and information to be provided with requests.
1.1.1. Category “A”
The following operations may be performed:
Consequently, the performance of forward transactions and swap operations, as well as operations related to exports and imports and the opening of simple and documentary credits, are expressly excluded.
1.1.2. Category “B”.
All transactions provided for in point 1.1.1. may be performed, and additionally, through an entity authorized in Category “C”, operations linked to foreign trade, assuming the corresponding responsibility and risks.
1.1.3. Category “C”.
Any kind of foreign currency operations may be performed.
1.1.4. With the authorization request, entities must provide the following information:
1.1.4.1. Background on suitability and experience in foreign currency operations of the persons assigned resolving powers in this matter. Those affected by the disqualifications stated in article 10 of Law 21.526 cannot hold such positions.
1.1.4.2. Demonstration of the bank's ability to integrate the minimum patrimonial responsibility referred to in point 1.3.
1.1.4.3. When operating in category “A” or “B”, it must inform on the development of the activity performed, indicating volume of operations, personnel available, their tenure and suitability, sector organization, and any other data of interest in foreign currency business matters.
1.2. Requirements and conditions that entities must meet.
1.2.1. Those established in points 1.2. to 1.8. of Chapter II and 1.2. of Chapter V. When the cited points in Chapter II mention “authorization notices”, for the purposes of these norms, “authorization requests” must be considered.
1.2.2. To apply for category “C”, entities must prove, as a minimum, two years of operation as a bank and one of them within category “B”.
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1.3. Patrimonial responsibility.
Upon beginning to operate in foreign currency, entities must have the patrimonial responsibility in force at that time, updated according to the procedure established in the respective provisions, integrated at minimum in the proportion indicated below:
1.3.1. Category “C” - 100% of the requirement applicable to it.
Entities that possess a subsidiary in higher category plazas must integrate 75% of the capital required for that plaza, unless the resulting amount is lower than the patrimonial responsibility applicable to it due to the location of its other offices, in which case the latter prevails.
1.3.2. Category “B” - 75% of the requirement applicable to it.
Entities that possess a subsidiary in higher category plazas must integrate 50% of the capital required for that plaza, unless the resulting amount is lower than the patrimonial responsibility applicable to it due to the location of its other offices, in which case the latter prevails.
1.3.3. Category “A” - 50% of the requirement applicable to it.
1.4. Conditions to which authorizations are subject.
1.4.1. Begin operations within one year from the date the authorization was granted.
1.4.2. Present, within 90 days of authorization, copies of agreements concluded with correspondents abroad or of “letters of intent” exchanged with them. In the latter case, before beginning operations, a copy of the definitive agreements must be sent to the Central Bank.
1.4.3. For the purposes of the preceding provisions and any others the Central Bank may issue on the matter, the exchange sector is considered authorized on the day that, having met the requirements of these norms, it is in conditions to provide its services to the public. This circumstance must be communicated to the Central Bank with a minimum advance of fifteen calendar days from the date set to start activities.
1.4.4. The Central Bank may suspend or revoke the authorization when it observes repeated or serious non-compliance with the legal or regulatory provisions applicable to foreign currency operations; likewise, when the volume of operations does not justify the maintenance of the authorization.
1.5. Update of the patrimonial responsibility of entities authorized to operate in foreign currency. Classification plans.
Entities authorized until November 16, 1978, whose patrimonial responsibility is below the levels fixed in the preceding point 1.3., must integrate 50% of the difference before January 1, 1980, and the rest before January 1, 1981. Those that are complying with minimum capital integration plans may avail themselves of the term fixed for them.
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CREFI - 1
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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 Spanish, 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. Authenticated and translated copy of the power of attorney or letter of authority under which the representation is vested;
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 accrediting 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 this act.
The presentation note and the required documentation must be signed by the authority established by the statutes, and the relevant signature and position held must be authenticated by public officials and, for the latter, by the chancellery of the country of origin, with the corresponding visa by the Consulate of the Argentine Republic.
3.2. For the representative.
3.2.1. Natural persons.
3.2.1.1. Last names and first names;
3.2.1.2. Domiciles 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 Booklet, Civic Booklet, or National Identity Document, as applicable, and Identity Card with indication of the issuing authority or, if applicable, 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 address;
3.2.1.9. Profession and background on banking and financial experience;
3.2.1.10. Financial entities with which it operates, and
3.2.1.11. Activities developed in other companies, with clarification of the name, position, and address.
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3.2.2. Legal persons
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 responsible for the management of the company, with indication of the position held and duration period;
3.2.2.4. Copy of the statutes or minutes of incorporation of the company, and
3.2.2.5. Brief summary of the company's operation and report and balance sheet corresponding to the last fiscal year.
3.2.3. To comply with the request for background and personal data, the form enabled by the Central Bank for this purpose must be integrated, and a sworn declaration of not being included in the disqualifications established in article 10 of Law 21.526 must be attached. When it is a matter of a legal person, this sworn declaration must be produced by each of the persons responsible for the management of the company.
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4. Analysis and granting of authorizations.
The agreement to grant authorization is conditioned on the analysis and weighting that the Central Bank performs of the background and responsibility of the represented entity and its representative, and of the reciprocity policy followed by the country of the represented entity. Authorization requests are considered withdrawn when applicants do not present the documentation required by the Central Bank within thirty (30) calendar days from the date they become aware of the respective communication. Failure to comply with this requirement results in the filing of the proceedings.
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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 the latter develops in the country in the exercise of their representation.
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6. Adjunct representative.
Representatives cannot delegate their functions to third parties.
The represented entity may appoint an adjunct representative, who must meet the requirements indicated for the principal representative.
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7. Permitted operations.
It is the responsibility of the representatives to advise, study, and manage financings, guarantees, technical assistance, and other business that may result of interest for the links with the exterior of local, private, and official activities.
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8. Prohibited operations.
Representatives are not permitted to carry out any form of financial intermediation under the terms of Law 21.526, nor to conclude or carry out foreign exchange operations. Representation management must not result in third-party contractors being obligated with the representatives, as it is not the function of the latter to act as a party in transactions.
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9. Information, accounting, and oversight regime.
9.1. Information, accounting, and balance sheets.
Representatives of foreign financial entities must keep documented records of their representation management.
The pertinent accounting records, where applicable, must comply with the provisions of the Commercial Code and the norms issued on the subject by the Central Bank. Entities covered by Law 24.526 that act as representatives must keep separate records corresponding to such function.
9.2. Oversight.
The representation must provide access to its accounting and documentation to the officials designated by the Central Bank for its supervision and 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 21.526.
9.3. Changes in the situation of the represented entity or the representative.
The representative is obliged to inform the Central Bank when they become aware that the solvency of the represented entity is affected or that facts occur that negatively impact the concept it enjoys. The same information must be provided regarding the representative entity by those responsible for its management.
9.4. Stationery, advertising, and propaganda.
On business papers and in advertising, the inscription “AUTHORIZED REPRESENTATIVE BY THE CENTRAL BANK OF THE ARGENTINE REPUBLIC” must appear following the name of the representative and preceding that of the represented entity. Representatives cannot use denominations that offer doubts about their nature or character.
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XI - Representatives of foreign financial entities not authorized to operate in the country. (Continuation) CREFI - 1
10. Changes of domicile.
Representatives must notify the Central Bank of changes of domicile with a notice of no less than fifteen (15) days.
20.7.81 1
B.C.R.A.
XI - Representatives of foreign financial entities not authorized to operate in the country. (Continuation) CREFI - 1
11. Extinction of the representation.
The representation is 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 a legal entity, by its dissolution, and
11.4. By disposition of the Central Bank.
20.7.81 1
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“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).”
Amended 1 time · last 1994-09-02
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