COBAC Regulation R-2018/04 on Procedures for Subsidiaries Under Single Authorization to Obtain Credit Institution Status After Parent Withdrawal

COMMISSION BANCAIRE DE L'AFRIQUE CENTRALE
REGLEMENT COBAC R-2018/04 FIXANT LES MODALITES D'OBTENTION DE L'AGREMENT EN QUALITE D'ETABLISSEMENT DE CREDIT PAR LES FILIALES, OUVERTES SOUS LE REGIME DE L'AGREMENT UNIQUE, D'UN ETABLISSEMENT DE CREDIT AYANT FAIT L'OBJET DE RETRAIT D'AGREMENT

The Central African Banking Commission,
Having regard to the Convention of 16 October 1990 establishing a Central African Banking Commission and its Annex; Having regard to the Convention of 17 January 1992 on the harmonization of banking regulation in the States of Central Africa and its Annex; Having regard to Regulation No. 01/00/CEMAC/UMAC/COBAC of 27 November 2010 establishing the single authorization regime for credit institutions in CEMAC; Having regard to Regulation No. 02/14/CEMAC/UMAC/COBAC/CM of 25 April 2014 on the treatment of credit institutions in difficulty in CEMAC; Having regard to Regulation No. 01/15/CEMAC/UMAC/COBAC of 27 March 2015 on the supervision of financial holdings and cross-border surveillance; Having regard to Regulation No. 02/15/CEMAC/UMAC/COBAC of 27 March 2015 amending and supplementing certain provisions relating to the exercise of banking activities in the Economic and Monetary Community of Central Africa; Having regard to COBAC Regulation R-2016/01 of 16 September 2016 on the conditions and procedures for granting authorizations to credit institutions, their managers, and statutory auditors; Having regard to COBAC Regulation R-2016/02 of 16 September 2016 on changes in the situation of credit institutions; Having regard to the OHADA Uniform Act relating to commercial company law and economic interest grouping; Having regard to the OHADA Uniform Act on the organization of collective proceedings for debt clearance; Meeting in ordinary session on 16 January 2018 in Libreville; DECIDES:

Article 1- In accordance with the provisions of paragraph 2 of Article 81 of Regulation No. 02/14/CEMAC/UMAC/COBAC/CM on the treatment of credit institutions in difficulty in CEMAC, this Regulation sets out the procedures for obtaining authorization as a credit institution by subsidiaries, opened under the single authorization regime, of a credit institution whose authorization has been withdrawn.
The subsidiaries referred to in the preceding paragraph are credit institutions established in a CEMAC State under the provisions of Article 5, paragraph 2 of Regulation No. 01/00/CEMAC/UMAC/COBAC establishing the single authorization regime for credit institutions in CEMAC.

Article 2- Within six (06) months following the notification of the withdrawal of the prudential authorization of the parent company, a credit institution in CEMAC, the subsidiary referred to in Article 1 above submits an application for authorization to the monetary authority of the country of establishment. If this deadline expires, COBAC automatically withdraws the establishment authorization.
The application for authorization is processed in accordance with the provisions of Regulation No. 02/15/CEMAC/UMAC/COBAC amending and supplementing certain conditions relating to the exercise of banking activities in CEMAC, and COBAC Regulation R-2016/01 on the conditions and procedures for granting authorizations to credit institutions, their managers, and statutory auditors, subject to the provisions of this Regulation.

Article 3- The requested authorization may only be granted if the parent company in liquidation referred to in Article 4 below:

• no longer holds participations in the capital of the applicant; or
• has concluded one or more notarized agreements for the transfer of its participations.

Article 4- In the context of the liquidation of a credit institution, the acquisition of participations held by this parent credit institution in its subsidiaries established in CEMAC under the single authorization regime is subject to prior COBAC authorization, under the conditions set by COBAC Regulation R-2016/02 on changes in the situation of credit institutions. For the application of this Article, the significant participation threshold set by the aforementioned COBAC Regulation is not taken into account. Accordingly, any share transfer must be subject to prior authorization.
When COBAC has not ruled on the prior authorization request at the time of filing the application for authorization referred to in Article 2 above, the granting or refusal of the authorization by the monetary authority constitutes a decision to grant or refuse prior authorization.

Article 5- The subsidiary continues its activities based on the establishment authorization issued under Article 5, paragraph 2 of Regulation No. 01/00/CEMAC/UMAC/COBAC, until the granting or refusal of the authorization by the monetary authority. During this period, COBAC may impose limitations on the exercise of activities by the credit institution.
The granting or refusal of authorization as a bank or financial institution automatically results in the withdrawal of the establishment authorization.

Article 6- In case of refusal of authorization by the monetary authority, COBAC appoints a banking liquidator who proceeds with the liquidation of the institution, in accordance with the provisions of Regulation No. 02/14/CEMAC/UMAC/COBAC/CM on the treatment of credit institutions in difficulty in CEMAC.

Article 7- This Regulation repeals all prior provisions contrary to it.

Article 8- This Regulation enters into force as of 1 April 2018.

Article 9- The COBAC Secretary General is responsible for the implementation of this Regulation and its notification to the national monetary authorities, the National Directorates of the Bank of Central African States, the professional associations of credit institutions, and the professional associations of microfinance institutions in the Economic and Monetary Community of Central Africa.

Thus decided and done in Libreville on 16 January 2018, in the presence of:
Mr. ABBAS IVIAHIMAT TOLLI, President; Ms. TOMBIDAM Denise Ingrid and EKO EKO née YECKE ENDALE Berthe, Mr. Louis ALEKA-RYBERT, BECHIR DAYE, Jean-Paul CAILLOT, Pascal FOURCAUT, Silvestre MANSIELE BIKENE, Armel Fridelin MBOULOUKOUE, Salomon Francis MEKE, Régis MOUKOUTOU and Cherubin YERADA, members; For the Banking Commission, S. TOLLI