COBAC Regulation R-93/09 on Credit Institution Status Modifications

COBAC Regulation R-93/09 on Modifications to the Status of Credit Institutions The Central African Banking Commission, Having regard to the Convention of 16 October 1990 establishing a Central African Banking Commission; Having regard to the first paragraph of Articles 8 and 9 of the Annex to the Convention of 16 October 1990; Having regard to the Convention of 17 January 1992 on harmonizing banking regulation in the States of Central Africa, Having regard to Titles II and III, Articles 32 (first paragraph), 36, and 38 of the Annex to the Convention of 17 January 1992. RESOLVES

Article 1 Credit institutions must submit to the Central African Banking Commission, under the conditions set out in this Regulation, modifications relating to the elements of their status mentioned below:

CHAPITRE 1er
MODIFICATIONS DE LA SITUATION JURIDIQUE D’UN ETABLISSEMENT DE CREDIT

Article 2 The following modifications to the status of a credit institution are subject to prior authorization by the Central African Banking Commission:

• the legal form;
• the type of activity for which the institution was approved;
• the composition of the board of partners in a general partnership;
• the identity of the general partner(s) in a limited partnership;
• the amount of capital for companies with fixed capital.

Article 3 The following must be declared to the Central African Banking Commission within one month of the date of the decision:
1°) Modifications relating to:

• voting rights calculation rules;
• composition of the board of directors or supervisory board;
• registered office address;
• corporate and commercial names of these institutions;
  2°) The conclusion or modification of any agreement between partners or shareholders relating to the elements referred to in Articles 2 and 11 of this Regulation.

Article 4 The provisions of Articles 2 and 3 above do not apply to branches of credit institutions having their head office outside the Central African Zone. These institutions are required:
1°) to submit to the Central African Banking Commission for prior authorization projects regarding the reduction of their endowment; 2°) to declare to the Central African Banking Commission, within one month of the date of the decision, modifications relating to:

• the amount of their endowment, in case of an increase;
• the corporate and commercial names and registered office addresses of the foreign credit institution and the main operating center of the local branch.

CHAPITRE II
CONDITIONS DE PRISE OU D’EXTENSION DE PARTICIPATION DANS LE CAPITAL D’UN ETABLISSEMENT DE CREDIT

Article 5 Any person or group of persons acting together must obtain prior authorization from the Central African Banking Commission for any acquisition or disposal of a participation in a credit institution that has as its direct or indirect effect for such person(s):

• the acquisition or loss of effective control over the management of the institution;
• the acquisition or loss of one-half, one-third, or one-fifth of the voting rights.
  Furthermore, any transaction resulting in a person or persons acting together acquiring one-tenth of the voting rights in a subject institution must be notified to the Central African Banking Commission no later than one month prior to its completion.

Article 6 Credit institutions are required to inform the Central African Banking Commission of the crossing of the above thresholds by their partners or shareholders within one month of the completion of such operation.

Article 7 The following are assimilated to the voting rights held by the person subject to the obligations set forth in Article 5 above:

• voting rights held by other persons on behalf of this person;
• voting rights held by companies under the effective control of this person;
• voting rights held by a third party with whom this person acts;
• voting rights that this person or one of the persons mentioned above has the right to acquire at its sole initiative under an agreement.
  Persons who have concluded an agreement to acquire or dispose of voting rights, or to exercise rights to implement a common policy regarding the subject institution, are considered as acting together. Such an agreement is presumed to exist:
• between a company, its board of directors chairman, and its managing directors or members of its executive board or managers;
• between a company and companies of which it directly or indirectly holds effective control;
• between companies under the effective control of the same or identical persons.

Article 8 Credit institutions are required to transmit to the Central African Banking Commission annually, within four months following the close of the financial year:

• the list of their partners or shareholders, indicating each person's share in the capital and voting rights, as well as persons acting together within the meaning of Article 7;
• financial information on each person holding at least 10% of the voting rights, on each of their partners when these institutions are structured as general partnerships, and on each limited partner in the case of a simple limited partnership, excluding shareholders or partners themselves subject to the provisions of this Regulation.
  The aforementioned financial information includes for each partner or shareholder:
• if a legal entity: the individual accounting documents, where applicable consolidated, certified for the last closed financial year and their annex notes, or any official document serving in lieu thereof, as well as any other information relating to facts likely to significantly affect its financial situation;
• if a natural person: all useful information regarding its active and passive financial situation.

Article 9 As necessary, the Central African Banking Commission may request any subject institution to communicate to it, within a timeframe set by the Commission, the financial information stipulated in Article 8 and relating to:

• partners or shareholders holding less than 10% of its capital;
• where applicable, persons under whose effective control the legal entities present in its capital are placed.

Article 10 The provisions of Articles 5 to 9 above do not apply to branches of credit institutions having their head office outside the Central African Zone. These institutions are required to communicate to the Central African Banking Commission:

• within one month following the operation, the identity of persons who have acquired in the institution either effective control or one-half, one-third, or one-fifth of the voting rights;
• annually, within four months following the close of the financial year, the distribution of the foreign institution's share capital and the financial information provided for in Article 8 of this Regulation;
• all information deemed necessary by the Central African Banking Commission regarding persons under whose effective control legal entities potentially present in the capital of the foreign institution are placed.

CHAPITRE III
CESSATION DES FONCTIONS DE DIRIGEANT ET DE COMMISSAIRE AUX COMPTES DES ETABLISSEMENTS DE CREDIT

Article 11 Credit institutions must immediately declare to the Central African Banking Commission the termination of office of their approved managers in accordance with Title III and Article 49 of the Annex to the Convention of 17 January 1992, and their auditors.

CHAPITRE IV
DISPOSITIONS FINALES

Article 12 Credit institutions that have not fulfilled within the prescribed time limits the obligations set forth in Articles 3, 4, and 8 to 10 of this Regulation shall be subject to the penalties stipulated in Article 48 of the Annex to the Convention of 17 January 1992.
Credit institutions for which the prior authorization procedure stipulated in Articles 2, 4, 1, 5, and 6 and the declaration obligation provided for in Article 11 of this Regulation have not been met are subject to disciplinary sanctions provided for in Article 13 of the Annex to the Convention of 16 October 1990.

Article 13 This decision, which takes effect as of the date of signature, shall be notified by the Secretary General of the Central African Banking Commission to the Ministers in charge of Finance and Credit, to all approved credit institutions in the States of Central Africa, as well as to professional associations formed among these institutions.

Article 14 The Secretary General of the Central African Banking Commission is charged with the execution of this Regulation.

Fait à Yaoundé le 19 avril 1993
Pour la Commission Bancaire,
Le Président,
Jean-Félix MAMALEPOT