2023-12-21
Added · Updated
The Superintendencia de Servicios Financieros replaces Articles 17 and 18 to impose detailed shareholder, beneficial owner, and economic group disclosure requirements for private financial intermediation institutions organized as anonymous societies or foreign branches. It replaces Articles 73, 74, and 78 to mandate solvency verification, liquidator competence evaluation, and specific documentation for the voluntary dissolution of such institutions. Additionally, it replaces Articles 85 and 86 to establish registration and deregistration procedures for credit administration companies, and replaces Article 86.8 to set registration requirements for major credit granting entities.
1 Montevideo, December 21, 2023 Ref: COMPILATION OF REGULATIONS FOR THE REGULATION AND CONTROL OF THE FINANCIAL SYSTEM - Normative Modifications to Improve the Authorization Process
The market is informed that the Superintendencia de Servicios Financieros adopted, on December 7, 2023, the following resolution:
ARTICLE 17 (ADDITIONAL INFORMATION FOR FINANCIAL INTERMEDIATION INSTITUTIONS ORGANIZED AS ANONYMOUS COMPANIES).
If the company is organized as a Uruguayan anonymous company, it must provide, in addition to what is established in Article 16, the following: a. List of shareholders, initial capital to be contributed, and percentage of participation. b. List of senior management according to the definition established in Article 536, accompanied by the information required by Article 25. c. List of members of the economic group to which the society belongs, according to the definition established in Article 271, including a description of the activities carried out by them, operational and commercial links with the financial intermediation institution, as well as details of their websites, if any.
Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2442
2 d. Identifying data of the shareholders, detailing the shareholder chain up to identifying the legal entity that exercises effective control of the group and indicating the identification document number of each shareholder. It will not be accepted that in that chain there are companies whose shares are bearer shares and transferable by simple delivery. e. Information on direct shareholders and persons who exercise effective control of the institution, attaching the following information and documentation: I. Natural persons: the information required by Article 25. II. Legal persons:
Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2442
3 Shareholders must have a consolidated net worth not less than double the projected investment, in order to be able to face future capitalizations of the institution if necessary. When the same is reduced to a figure lower than said investment, they must inform the Superintendencia de Servicios Financieros promptly of this fact. If deemed necessary, the Superintendencia de Servicios Financieros may request additional information to that indicated above.
ARTICLE 18 (ADDITIONAL INFORMATION FOR FINANCIAL INTERMEDIATION INSTITUTIONS ORGANIZED AS A BRANCH OF A FOREIGN COMPANY).
If the company is organized as a branch of a foreign company, it must include, in addition to what is established in Article 16, the following: a. Capital to be assigned to the branch. b. List of senior management that will make up the branch to be installed according to the definition of Article 536, accompanied by the information required by Article 25. c. Note by which the supervisory body or bodies of the parent company establish that they have no objections to the installation of a branch in Uruguay and the type of supervision exercised, clarifying whether it is consolidated supervision. d. Notarial testimony of the resolution of the competent social authority where the decision to open the branch in Uruguay is recorded. e. Notarized copy of the bylaws or articles of association, which govern in the country of origin. This document must not establish restrictions on the scope of the parent company's liability for the branch's operations. f. Sworn declaration informing the deposit guarantee and bankruptcy or liquidation regime that governs in the country of the parent company and its scope for those deposits that are constituted in Uruguay. g. Annual report and financial statements corresponding to the last 3 (three) closed economic years, with external auditor's report.
Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2442
4 If deemed necessary, the Superintendencia de Servicios Financieros may request additional information to that indicated above.
ARTICLE 73 (VOLUNTARY DISSOLUTION).
The voluntary dissolution of a private financial intermediation institution can only be applied to solvent institutions. The intention to dissolve the commercial society must be communicated to the Central Bank of Uruguay, attaching a notarized copy of the document from which such intention arises, with a notice of no less than ninety (90) calendar days prior to the date of adoption of the definitive resolution.
ARTICLE 74 (MINIMUM INFORMATION REQUIRED).
The communication provided for in Article 73 must be accompanied by: a. Notarized copy by a Public Notary of the document from which the intention to dissolve the commercial society arises. If it is a branch of a foreign financial intermediation institution, the testimony of the document where the board of directors of its parent company or equivalent governing body has manifested such intention, must be translated into Spanish - if it is not the original language - legalized and protocolized. b. Indication of the liquidator, attaching all information that allows evaluating their competence for the proposed position. c. Place and person responsible for the conservation of the books and social documents. d. Financial statements of the financial intermediation institution as of the date the intention of dissolution was communicated, from which their solvency is confirmed. These statements must be presented within ten (10) days following the aforementioned date and must have a reasoned certification by a Public Accountant.
Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2442
5 e. Liquidation planning, in which the guarantees, resources, and deadlines foreseen for the cancellation of liabilities are detailed, as well as the mechanisms to be used for the realization of credits, specifically ensuring the maintenance of the liquidity of credit lines already granted to the borrowers of the institution. The Central Bank of Uruguay, through the Superintendencia de Servicios Financieros, will evaluate the liquidation program, and may issue the instructions it deems appropriate.
ARTICLE 78 (INITIAL INFORMATION).
Once the dissolution of the financial intermediation institution referred to in Article 72 is resolved, the liquidator must provide the Superintendencia de Servicios Financieros with: a. Notarized copy by a Public Notary of the relevant resolution. If it is a branch of a foreign financial intermediation institution, a notarized copy of the resolution translated into Spanish - if it is not the original language - legalized and protocolized will be provided. b. Audited financial statements of the institution in liquidation as of the date of the respective resolution, within thirty (30) days following its adoption. c. Proof of the registration of the dissolution in the Public Commerce Register, within the previously mentioned term.
ARTICLE 85 (REGISTRATION OF CREDIT ADMINISTRATION COMPANIES).
Prior to the start of their activities, credit administration companies must register in the Register kept by the Superintendencia de Servicios Financieros. For the purpose of the registration request, they must present the following information and documentation: a. Identification:
Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2442
6
Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2442
7 I. Natural persons: the information required by Article 25. II. Legal persons:
Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2442
8 i. Manual of the integrated system to prevent being used in money laundering, terrorist financing, and financing of the proliferation of weapons of mass destruction and designation of the Compliance Officer in the terms established in Book III. j. Sworn declaration of the legitimate origin of the capital in the terms of Article 644.2. k. Description of the services to be outsourced that are essential for the company to enter operation. When they are services provided by third parties located outside the country or in the country, but the service is provided totally or partially in or from abroad, the information and documentation provided for in Article 84.1 must be presented. If deemed necessary, the Superintendencia de Servicios Financieros may request additional information to that indicated above.
ARTICLE 86 (CANCELLATION OF THE REGISTER).
The decision to cease activities of a credit administration company must be informed to the Superintendencia de Servicios Financieros with a notice of fifteen (15) business days, attaching a notarized copy of the minutes of the meeting of the social body that resolved the cessation of the activities of the credit administration company, in which the date of cessation and the reasons that led to such determination must be recorded. Likewise, credit administration companies with higher assets must inform the place and person who - during the period established in Article 623 - will be responsible for the safeguarding of information and documentation in accordance with what is provided in Article 622. The designated person must ensure that all information and documentation will be available in time, form, and in conditions to be processed when required by the Superintendencia de Servicios Financieros, informing it immediately of any circumstance that could prevent them from fulfilling this purpose in the future. From the date of cessation of activities, and having fulfilled the presentation of the information indicated above, the credit administration company will be exempt from presenting the information corresponding to periods after said date. Nevertheless, it must comply with the presentation of the information corresponding to periods finished prior to the date of cessation.
Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2442
9 Upon ceasing its activities, credit administration companies must present to the Superintendencia de Servicios Financieros:
Within a period of five (5) business days, the financial statements as of the date of cessation of activities, accompanied by a compilation report.
A report from legal advisors indicating the existence, or not, of pending litigation or contingencies as of the date of cessation of activities.
If applicable, proof of having initiated the liquidation or amendment of the articles of association of the society before the relevant state bodies. Once the aforementioned information and documentation are presented to the satisfaction of the Superintendencia de Servicios Financieros, the cancellation of the credit administration company from the Register will proceed. If deemed necessary, the Superintendencia de Servicios Financieros may request additional information to that previously indicated.
SUBSTITUTE in Chapter II - REGISTRATION AND ELIMINATION FROM THE REGISTER, of Title II BIS - CREDIT GRANTING ENTITIES of Book I - AUTHORIZATIONS AND REGISTERS, Article 86.8 with the following:
ARTICLE 86.8 (REGISTRATION OF MAJOR CREDIT GRANTING ENTITIES).
Major credit granting entities must request registration in the Register kept by the Superintendencia de Servicios Financieros. For the purpose of the registration request, they must present the following information and documentation: a. Name of the entity, indicating legal name, trade name if applicable, real and constituted domicile, telephone, email address, website, registration number in the Single Tax Register of the Dirección General Impositiva and in the corresponding social security body. b. Notarized copy of the articles of association or bylaws. c. Identifying data of the legal representatives of the entity (full name, nationality, identity document, and domicile). d. List of the owners of the entity. The owners of the entity are understood to be the owners, partners, or shareholders, as applicable.
Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2442
10 e. Sworn declaration of the legitimate origin of the capital contributed by the owners of the entity, in the terms of Article 644.2. f. List of senior management according to the definition established in Article 536, accompanied by the information requested by Article 25. g. List of members of the economic group to which the entity belongs, according to the definition established in Article 271, including a description of the activities carried out by them, operational and commercial links with the credit granting entity, as well as details of their websites, if any. h. Information on the owners of the entity and the persons who exercise effective control, attaching the following information and documentation: Natural persons: the information required by Article 25. Legal persons: I. Notarized copy of the articles of association or bylaws. II. When they are foreign institutions:
Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2442
11 IV. Risk rating granted by a rating agency, if it has one. V. List of shareholders, identifying data, capital to be contributed, and percentage of participation, detailing the shareholder chain up to identifying the legal entity that exercises effective control of the group and indicating the identification document number of each shareholder. It will not be accepted that in that chain there are companies whose shares are bearer shares and transferable by simple delivery. i. Financial statements corresponding to the last closed year formulated in accordance with adequate accounting standards in Uruguay with a compilation report, duly signed and with the corresponding professional stamps. j. Manual of the integrated system to prevent being used in money laundering, terrorist financing, and financing of the proliferation of weapons of mass destruction and designation of the compliance officer, in the terms established in Book III. k. Description of the services to be outsourced that are essential for the entity to enter operation. When they are services provided by third parties located outside the country or in the country but the service is provided totally or partially in or from abroad, the information and documentation provided for in Article 86.7 must be presented. l. Address, telephone number, days, and hours of the public service locations. m. License certificate - definitive or provisional - issued by the Dirección General de Fiscalización de Empresas (DIGEFE), dependent on the Ministry of the Interior, regarding compliance with the minimum security requirements required by said office. If deemed necessary, the Superintendencia de Servicios Financieros may request additional information to that indicated above. The presentation of information that is already in the possession of said Superintendencia will not be necessary, provided that the information previously presented has not undergone modifications.
Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2442
12 Entities with lower credit-granting activity will have a period of 180 (one hundred and eighty) days counted from the date of closing of the fiscal year in which compliance with the condition established in Article 86.4 is verified, to request registration in the Registry. Transitional Provision: Credit-granting entities with higher activity in operation on the date of publication of this resolution will have a period of 180 (one hundred and eighty) days counted from January 1, 2024, to request registration in the Registry referred to in this article. 5. SUBSTITUTE in Chapter II - AUTHORIZATION TO OPERATE, of Title III - FINANCIAL SERVICES COMPANIES of Book I - AUTHORIZATIONS AND REGISTERS, Articles 93 and 94 with the following: ARTICLE 93 (MINIMUM REQUIRED INFORMATION). The application for authorization to operate as a financial services company must be accompanied by the following information: a. Name of the company, indicating legal name and trade name if applicable, real and registered domicile of the headquarters and, if any, of each branch, telephone, email address, website, registration number in the Single Tax Registry of the General Tax Directorate and in the corresponding social security body. b. Certified copy of the bylaws. c. Identifying data of the legal representatives of the company (full name, nationality, identity document, and domicile). d. List of shareholders, identifying data, capital to be contributed and percentage of participation, accompanied by a sworn declaration of the legitimate origin of the contributed capital under the terms of Article 613.1, detailing the shareholder chain up to identifying the legal entity that exercises effective control of the group and indicating the identification document number of each shareholder. It will not be accepted that in that chain there are companies whose shares are bearer shares and transferable by simple delivery. Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2442
13 e. List of senior management according to the definition established in Article 536, accompanied by the information required by Article 25. f. List of members of the economic group to which the company belongs, according to the definition established in Article 271, including description of the activities carried out by them, operational and commercial links with the financial services company, as well as detail of their websites, if any. g. Information on direct shareholders and on the persons who exercise effective control of the company, attaching the following information and documentation: I. Natural persons: the information required by Article 25. II. Legal persons:
14 h. Projected organizational structure and staffing to be provided. Estimated expenses for organization, constitution and installation of the headquarters and branches, if applicable. i. Description of the internal control system to be implemented. j. Manual of the integrated system to prevent being used in money laundering, terrorist financing and financing of the proliferation of weapons of mass destruction, designation of the compliance officer and code of conduct under the terms established in Book III. k. Detail of the financial services to be offered. l. Detail of the correspondents planned abroad and the nature of their links. m. Business plan including an economic-financial feasibility study, which must include a budget of activities for the first 3 (three) years of operation. n. Documentation accrediting compliance with items 1) to 10) of Article 92, as applicable. o. Description of the outsourcing services that are essential for the company to enter operation. When it comes to services provided by third parties located outside the country or in the country, but the service is provided totally or partially in or from abroad, the information and documentation provided in Article 98.1 must be presented. p. The constitution of the minimum deposit and guarantee referred to in Articles 245 and 248. If deemed necessary, the Superintendency of Financial Services may request additional information to that indicated above, with the formalities it deems pertinent. Companies already registered or authorized by the Superintendency of Financial Services that submit the application for authorization to operate as a financial services company must present the information that was not in the possession of said Superintendency, provided it had not been modified. Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2442
15 No application will be processed if it is not accompanied by all the documentation required by letters a. to o. above. To grant the authorization, compliance with the preceding letter p. must be accredited. ARTICLE 94 (START OF ACTIVITIES). Once the authorization to operate is granted, the start of activities of the financial services company will be conditioned to: a. The integration of the minimum net patrimonial responsibility in force, according to what is established in Article 175. This integration will be accredited by presenting the financial statements referred to the closing of the month prior to the start of activities, formulated in accordance with adequate accounting standards in Uruguay with a compilation report. In case it is necessary to make new capital contributions, the following must be presented:
16 Superintendency of Financial Services, the corresponding authorization will automatically lose validity. Financial services companies whose authorization has automatically become ineffective will not be able to submit a new application during the term of 1 (one) year, counted from the expiration of the deadline fixed for said conditions. 6. SUBSTITUTE in Chapter IV - ISSUANCE AND TRANSFER OF SHARES, of Title III - FINANCIAL SERVICES COMPANIES of Book I - AUTHORIZATIONS AND REGISTERS, Article 97 with the following: ARTICLE 97 (AUTHORIZATION TO ISSUE OR TRANSFER SHARES OR PROVISIONAL CERTIFICATES). Financial services companies must request prior authorization from the Superintendency of Financial Services to issue or transfer shares or provisional certificates. Both shares and provisional certificates must be registered. In analyzing these applications, the resolutions of said Superintendency will be based on reasons of legality, opportunity and convenience, considering for the authorization of the transfer of social control what is provided in Article 92. The application must be submitted providing the following information:
17 If the authorized issuance or transfer of shares or provisional certificates is not effected within 90 (ninety) calendar days, counted from the date of notification, the corresponding authorization will automatically lose validity. Those issuances of shares or provisional certificates that do not modify the participation of each of the shareholders in the capital of the company are authorized, having to inform under the terms provided by Articles 603 or 613.1, as applicable to a capitalization of equity items or to new contributions by shareholders, respectively. Items whose final destination is a result that cannot yet be recognized in application of the corresponding accounting standards cannot be capitalized. In cases where the shareholder obtains in its entirety a participation less than 15% (fifteen percent) of the share capital and provided that control or significant influence is not configured, as provided in adequate accounting standards for commercial companies, prior notice to the Superintendency of Financial Services will be sufficient, understanding that the authorization is conferred if within 10 (ten) business days following no objections are formulated. In said notice, the information required in this article must be supplied. In all cases, the effectuation of the respective issuances or transfers will be informed to the Superintendency of Financial Services within 10 (ten) business days following the date of occurrence. In the case of death of a shareholder, such fact must be informed and, within 30 (thirty) days following the date of occurrence, the following documentation must be presented: a. Testimony of the death certificate. b. Notarial certificate detailing the persons with hereditary right. For the purpose of granting non-objection, the Superintendency of Financial Services will evaluate whether the new shareholder(s) meet the required requirements. In this regard, the start of the succession process must be accredited and the information of the presumed heirs required by the regulations for shareholders must be presented, within the deadline of 90 (ninety) days following the date of the death. Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2442
18 Once the succession process is finalized, a certified copy of the Certificate of Results of the Succession Proceedings must be presented, within a deadline of 10 (ten) business days, and in case of any variations with respect to the persons with hereditary right informed, the corresponding information must be presented. 7. SUBSTITUTE in Chapter V - CESSATION OF ACTIVITIES, of Title III - FINANCIAL SERVICES COMPANIES of Book I - AUTHORIZATIONS AND REGISTERS, Article 99 with the following: ARTICLE 99 (CESSATION OF ACTIVITIES). The decision to cease activities of a financial services company must be informed to the Superintendency of Financial Services with a 15 (fifteen) business days advance notice, attaching a certified copy of the resolution adopted by the Shareholders' Meeting, in which the date of cessation and the reasons that led to such determination must be recorded. Likewise, the place and person who - during the period established in Article 590 - will be responsible for the conservation of the original social books or the information supports containing their reproduction, of the documents, forms, correspondence and any other voucher linked to its operation, as well as the information referred to in Article 589, must be informed. The designated person must ensure that all information and documentation will be available in time, form and in conditions to be processed when so required by the Superintendency of Financial Services, immediately informing it of any circumstance that could prevent them from fulfilling that mission in the future. From the date of cessation of activities, and having complied with the presentation of the information indicated above, the financial services company will be exempt from presenting the information corresponding to the periods subsequent to said date. Nevertheless, it must comply with the presentation of the information corresponding to the periods finished prior to the date of cessation. 8. SUBSTITUTE in Chapter II - AUTHORIZATION TO OPERATE, of Title IV - EXCHANGE HOUSES of Book I - AUTHORIZATIONS AND REGISTERS, Articles 106 and 107 with the following: ARTICLE 106 (MINIMUM REQUIRED INFORMATION). The application for authorization to operate as an exchange house must be accompanied by the following information: Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2442
19 a. Name of the company, indicating legal name and trade name if applicable, and real and registered domicile of the headquarters and, if any, of each branch, telephone, email address, website, registration number in the Single Tax Registry of the General Tax Directorate and in the corresponding social security body. b. Certified copy of the bylaws. c. Identifying data of the legal representatives of the company (full name, nationality, identity document, and domicile). d. List of shareholders, identifying data, capital to be contributed and percentage of participation, accompanied by a sworn declaration of the legitimate origin of the contributed capital under the terms of Article 613.1, detailing the shareholder chain up to identifying the legal entity that exercises effective control of the group and indicating the identification document number of each shareholder. It will not be accepted that in that chain there are companies whose shares are bearer shares and transferable by simple delivery. e. List of senior management according to the definition established in Article 536, accompanied by the information required by Article 25. f. List of members of the economic group to which the company belongs, according to the definition established in Article 271, including description of the activities carried out by them, operational and commercial links with the exchange house, as well as detail of their websites, if any. g. Information on direct shareholders and on the persons who exercise effective control of the company: I. Natural persons: the information required by Article 25. II. Legal persons:
20 country of origin that have jurisdiction over the shareholder company. 2.2 Certificate issued by the competent authority of the country of origin or notarial certificate accrediting that the shareholder company is legally constituted and that, in accordance with the legislation of said country, there are no restrictions or prohibitions for such companies to participate as partners, founders or shareholders of other companies constituted or to be constituted in the country or abroad. 3. Annual report and financial statements corresponding to the last closed economic year, with external auditor's opinion. 4. Risk rating granted by a rating agency, if any. h. Projected organizational structure and staffing to be provided. Estimated expenses for organization, constitution and installation of the headquarters and branches, if applicable. i. Description of the internal control system to be implemented. j. Manual of the integrated system to prevent being used in money laundering, terrorist financing and financing of the proliferation of weapons of mass destruction, designation of the compliance officer and Code of Conduct under the terms established in Book III. k. Detail of the financial services to be offered. l. Business plan including an economic-financial feasibility study, which must include a budget of activities for the first 3 (three) years of operation. m. Documentation accrediting compliance with items 1) to 10) of Article 105, as applicable. n. Description of the outsourcing services that are essential for the company to enter operation. When it comes to services provided by third parties located outside the country or in the country but the service is provided totally or partially in or from abroad, the information and documentation provided in Article 111.1 must be presented. Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2442
21 o. The constitution of the minimum deposit and guarantee referred to in Articles 244 and 247. If deemed necessary, the Superintendency of Financial Services may request additional information to that indicated above, with the formalities it deems pertinent. No application will be processed if it is not accompanied by all the documentation required by letters a. to n. above. To grant the authorization, compliance with the preceding letter o. must be accredited. ARTICLE 107 (START OF ACTIVITIES). Once the authorization to operate is granted, the start of activities of the exchange house will be conditioned to: a. The integration of the minimum net patrimonial responsibility in force, according to what is established in Article 176. This integration will be accredited by presenting the financial statements referred to the closing of the month prior to the start of activities, formulated in accordance with adequate accounting standards in Uruguay with a compilation report. In case it is necessary to make new capital contributions, the following must be presented:
22 The information referred to in item b must be submitted no less than 3 (three) business days prior to the estimated opening date. If within 90 (ninety) calendar days counted from the date of the authorization resolution all the established requirements are not met to the satisfaction of the Superintendence of Financial Services, the corresponding authorization will automatically lose its validity. Exchange houses whose authorization has automatically become ineffective may not submit a new application during a term of 1 (one) year, counted from the expiration of the deadline set for said conditions. 9. SUBSTITUTE in Chapter IV - ISSUANCE AND TRANSFER OF SHARES, of Title IV - EXCHANGE HOUSES of Book I - AUTHORIZATIONS AND REGISTERS, article 110 with the following: ARTICLE 110 (AUTHORIZATION TO ISSUE OR TRANSFER SHARES OR PROVISIONAL CERTIFICATES). Exchange houses must request prior authorization from the Superintendence of Financial Services to issue or transfer shares or provisional certificates. Both shares and provisional certificates must be registered. In analyzing these applications, resolutions from the aforementioned Superintendence will be based on reasons of legality, timeliness, and convenience, considering for the authorization of the transfer of social control what is provided in article 105. The application must be submitted providing the following information:
23 3. When it concerns an issuance or transfer to someone who already holds the status of shareholder: a. Amount of capital to be contributed or paid by the shareholder. b. Sworn declaration of the legitimate origin of the capital, under the terms of article 613.1. If the authorized issuance or transfer of shares or provisional certificates is not effected within 90 (ninety) consecutive days, counted from the date of notification, the corresponding authorization will automatically lose its validity. Those issuances of shares or provisional certificates that do not modify the participation of each of the shareholders in the company's capital are authorized, and must inform under the terms established by articles 603 or 613.1, as appropriate, regarding the capitalization of equity items or new contributions by shareholders, respectively. Capitalization of items whose final destination is a result that cannot yet be recognized under the applicable accounting standards is not permitted. In cases where the shareholder obtains in total a participation less than 15% (fifteen percent) of the social capital and provided that control or significant influence does not arise, according to the provisions of adequate accounting standards for commercial societies, prior notice to the Superintendence of Financial Services will be sufficient, understanding that authorization is conferred if no objections are raised within the following 10 (ten) business days. In said notice, the information required in this article must be supplied. In all cases, the effectuation of the respective issuances or transfers must be reported to the Superintendence of Financial Services within 10 (ten) business days following the date of occurrence. In the event of the death of a shareholder, such fact must be reported and, within 30 (thirty) days following the date of occurrence, the following documentation must be presented: a. Copy of the death certificate entry. b. Notarial certificate detailing persons with hereditary rights. To grant non-objection, the Superintendence of Financial Services will evaluate whether the new shareholder(s) meet the required criteria. Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2442
24 In this regard, the start of the succession process must be evidenced and information on the presumed heirs required by the regulations for shareholders must be presented, within a term of 90 (ninety) days following the date of the death. Once the succession process is finalized, an authenticated copy of the Certificate of Results of Autos de la Sucesión must be presented, within a term of 10 (ten) business days, and if there are variations regarding the persons with hereditary rights previously informed, the corresponding information must be presented. 10. SUBSTITUTE in Chapter V - CESSATION OF ACTIVITIES, of Title IV - EXCHANGE HOUSES of Book I - AUTHORIZATIONS AND REGISTERS, article 112 with the following: ARTICLE 112 (CESSATION OF ACTIVITIES). The decision to cease activities by exchange houses must be reported to the Superintendence of Financial Services with a 15 (fifteen) business day advance notice, attaching an authenticated copy of the resolution adopted by the Shareholders' Assembly, which must state the cessation date and the reasons that led to such determination. Likewise, the place and person who - during the term established in article 590 - will be responsible for the conservation of the original social books or the information supports containing their reproduction, documents, forms, correspondence, and any other voucher linked to their operations, as well as the information referred to in article 589, must be informed. The designated person must ensure that all information and documentation will be available in time, form, and conditions to be processed when so required by the Superintendence of Financial Services, immediately informing them of any circumstance that might prevent them from fulfilling this duty in the future. From the date of cessation of activities, and having complied with the presentation of the information indicated above, the exchange house will be exempt from presenting information corresponding to periods subsequent to said date. Nevertheless, it must comply with the presentation of information corresponding to periods finished prior to the cessation date. 11. SUBSTITUTE in Chapter II - LICENSING AND REGISTRATION, of Title V - REPRESENTATIVES of Book I - AUTHORIZATIONS AND REGISTERS, articles 116 and 116.1 with the following: Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2442
25 ARTICLE 116 (INFORMATION FOR THE REGISTRATION OF REPRESENTATIVES). For the purposes of incorporating representatives into the Register, the institutions to be represented must request their inscription in the Superintendence of Financial Services, presenting the following information:
26 2. Regarding the representatives of the financial institution constituted abroad: 2.1. Natural Persons: a. The information required by article 25. b. List of members of the economic group to which the representative belongs, according to the definition established in article 271, including description of activities developed by them, operational and commercial linkages with the representative, as well as detail of their websites, if any. c. List of senior management, according to the definition of article 536, accompanied by the information requested in article 25. d. Registration number in the Single Tax Registry of the General Directorate of Taxes and in the corresponding social security body. e. Sworn declaration of the legitimate origin of capital under the terms of article 651.1, manual of the integrated system to prevent being used in money laundering, terrorism financing, and proliferation financing of weapons of mass destruction, and designation of the compliance officer under the terms established in Book III. f. Evidence that those responsible, executives, and staff of the representative have the training required in article 469.1. g. Detailed description of the activity to be developed indicating if it will be oriented towards residents or non-residents, of the organizational and IT infrastructure, and of the procedures established to carry out their representation activities. 2.2. Legal Entities: a. Identifying data of the institution: company name indicating legal name and trade name if applicable, real and constituted domicile, telephone, Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2442
27 email address, and website. When the representative is a branch of a company constituted abroad, it must demonstrate having complied with what is established in article 193 of Law No. 16.060 of September 4, 1989. If the one exercising the representation is a branch of the same foreign institution, it must comply with the restriction imposed by article 3 of Decree-Law No. 15.322 of September 17, 1982. b. Authenticated copy of the partnership agreement or statutes. c. Identifying data of the legal representatives (full name, nationality, identity document, and domicile). d. List of members of the economic group to which the representative belongs, according to the definition established in article 271, including description of activities developed by them, operational and commercial linkages with the representative, as well as detail of their websites, if any. e. List of partners or shareholders, accompanied by the information established in article 116.1. f. List of senior management according to the definition of article 536, accompanied by the information requested in article 25. g. Financial statements corresponding to the last closed fiscal year, formulated according to adequate accounting standards in Uruguay, with compilation report. h. Detail of other financial institutions represented. i. Number of employees. j. Registration number in the Single Tax Registry of the General Directorate of Taxes and in the corresponding social security body. k. Documentation evidencing that those responsible, executives, and staff of the representative have the training required in article 469.1. Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2442
28 l. Sworn declaration of the legitimate origin of capital under the terms of article 651.1, manual of the integrated system to prevent being used in money laundering, terrorism financing, and proliferation financing of weapons of mass destruction, and designation of the compliance officer, under the terms established in Book III. m. Detailed description of the activity to be developed indicating if it will be oriented towards residents or non-residents, of the organizational and IT infrastructure, and of the procedures established to carry out their representation activities. n. Description of outsourced services that are essential for the company to enter operation. When it concerns services provided by third parties located outside the country or in the country, but the service is provided totally or partially in or from abroad, the information and documentation established in article 118.1 must be presented. If deemed necessary, the Superintendence of Financial Services may request additional information to that indicated above. ARTICLE 116.1 (INFORMATION ON PARTNERS OR SHAREHOLDERS). At the time of requesting their inscription, representatives organized as legal entities must inform the name of their partners or shareholders and persons exercising effective control of their shareholding package, attaching the following information and documentation: I. Natural Persons: the information required by article 25. II. Legal Entities:
29 information and software used, as well as any data considered relevant in the reconstruction of representation activities, of all documentation issued supporting their management, as well as the information obtained or elaborated on identification and knowledge of clients, complying with the minimum requirements established in article 496, must be informed. The responsible person must ensure that all information and documentation will be available in time, form, and conditions to be processed when so required by the Superintendence of Financial Services, immediately informing them of any circumstance that might prevent them from fulfilling this duty in the future. Upon ceasing their activities, representatives must:
31 ARTICLE 121 (INFORMATION FOR REGISTRATION). For the purposes of their inscription in the Register, fund transfer companies must provide the following information: a. Identification:
including description of activities developed by them, operational and commercial linkages with the fund transfer company,
32 fund transfer, as well as details of the websites, if any. e. Accounting statements corresponding to the last closed fiscal year, prepared in accordance with appropriate accounting standards in Uruguay, with a compilation report. f. Information on the owners of the company and the persons exercising effective control, attaching the following documentation: I. Natural persons: the information required by Article 25. II. Legal entities:
33 companies whose shares are bearer and transferable by simple delivery. g. License certificate - final or provisional - issued by the General Directorate of Company Inspection (DIGEFE), dependent on the Ministry of the Interior, regarding compliance with the minimum security requirements demanded by said Office. h. Manual of the integral system to prevent being used in money laundering, terrorist financing, and financing of the proliferation of weapons of mass destruction, designation of the compliance officer and code of conduct in the terms established in Book III. i. Sworn declaration of the legitimate origin of capital in the terms of Article 655.5. j. Description of the services to be outsourced that are essential for the company's entry into operation. When the services are provided by third parties located outside the country or in the country but the service is provided totally or partially in or from abroad, the information and documentation established in Article 122.1 must be presented. Financial intermediation institutions and financial service companies that are direct agents of an international fund transfer company shall present - exclusively - the information referred to in letter b. If deemed necessary, the Financial Services Superintendence may request additional information to that indicated above. ARTICLE 121.1 (CANCELLATION OF REGISTRATION). Fund transfer companies must present to the Financial Services Superintendence a notarized copy of the minutes of the meeting of the social body that resolved the cancellation of the registration in the Register, in which the reasons that led to such determination must be stated. Likewise, the place and person who will be responsible for the conservation and safeguarding, for a period of 10 (ten) years, of the records of the fund transfer company's operations, as well as documents, forms, correspondence, and any other proof linked to the operation, must be informed. The responsible person must Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2442
34 ensure that all information and documentation will be available in time, form, and conditions to be processed when so required by the Financial Services Superintendence, immediately informing it of any circumstance that might prevent them from fulfilling that duty in the future. Once the information and documentation mentioned in the previous points are presented, to the satisfaction of the Financial Services Superintendence, the deregistration of the fund transfer company from the Register will proceed. If deemed necessary, the Financial Services Superintendence may request additional information to that indicated above. 15. SUBSTITUTE in Chapter II - REGISTRATION AND CANCELLATION OF REGISTRATION, of Title VII - PROVIDERS OF ADMINISTRATION, ACCOUNTING OR DATA PROCESSING SERVICES of Book I - AUTHORIZATIONS AND REGISTERS, Articles 125 and 125.1 with the following: ARTICLE 125 (INFORMATION FOR REGISTRATION). Providers of administration, accounting, or data processing services must request registration in the Register kept by the Financial Services Superintendence, providing the following information:
35 Tax Directorate and in the corresponding social security body.
36 notarial certification accrediting that it is legally constituted.
37 16. SUBSTITUTE in Chapter II - REGISTRATION AND CANCELLATION OF REGISTRATION, of Title X - CASH-IN-TRANSIT COMPANIES of Book I - AUTHORIZATIONS AND REGISTERS, Articles 125.6 and 125.7 with the following: ARTICLE 125.6 (INFORMATION FOR REGISTRATION). For the purposes of their registration in the Register, cash-in-transit companies must provide the following information: a. Identification:
38 e. Accounting statements corresponding to the last closed fiscal year, prepared in accordance with appropriate accounting standards in Uruguay, with a compilation report. f. Information on the owners of the company and the persons exercising effective control, attaching the following documentation: I. Natural persons: the information required by Article 25. II. Legal entities:
39 g. License certificate - final or provisional - issued by the General Directorate of Company Inspection (DIGEFE), dependent on the Ministry of the Interior, regarding compliance with the minimum security requirements demanded by said Office. h. Manual of the integral system to prevent being used in money laundering, terrorist financing, and financing of the proliferation of weapons of mass destruction and designation of the compliance officer in the terms established in Book III. i. Sworn declaration of the legitimate origin of capital in the terms of Article 655.5. j. Description of the services to be outsourced that are essential for the company's entry into operation. When the services are provided by third parties located outside the country or in the country but the service is provided totally or partially in or from abroad, the information and documentation established in Article 125.9 must be presented. If deemed necessary, the Financial Services Superintendence may request additional information to that indicated above. ARTICLE 125.7 (CANCELLATION OF REGISTRATION). Cash-in-transit companies must present to the Financial Services Superintendence a notarized copy of the minutes of the meeting of the social body that resolved the cancellation of the registration in the Register, in which the reasons that led to such determination must be stated. Likewise, the place and person who will be responsible for the safeguarding and conservation of the information and documentation according to what is established in Articles 654 and 654.1 must be informed. The responsible person must ensure that all information and documentation will be available in time, form, and conditions to be processed when so required by the Financial Services Superintendence, immediately informing it of any circumstance that might prevent them from fulfilling that duty in the future. Once the aforementioned information and documentation are presented, to the satisfaction of the Financial Services Superintendence, the deregistration of the company from the Register will proceed. Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2442
40 If deemed necessary, the Financial Services Superintendence may request additional information to that indicated above. 17. SUBSTITUTE in Chapter II - REGISTRATION AND CANCELLATION OF REGISTRATION, of Title XI - COMPANIES PROVIDING SAFE DEPOSIT BOX RENTAL AND CUSTODY SERVICES of Book I - AUTHORIZATIONS AND REGISTERS, Articles 125.12 and 125.13 with the following: ARTICLE 125.12 (INFORMATION FOR REGISTRATION). For the purposes of their registration in the Register, companies providing safe deposit box rental and custody services must provide the following information: a. Identification:
41 d. List of the members of the economic group to which the company belongs, according to the definition established in Article 271, including description of the activities developed by them, operational and commercial links with the company providing safe deposit box rental and custody services, as well as details of their websites, if any. e. Accounting statements corresponding to the last closed fiscal year, prepared in accordance with appropriate accounting standards in Uruguay, with a compilation report. f. Information on the owners of the company and the persons exercising effective control, attaching the following documentation: I. Natural persons: the information required by Article 25. II. Legal entities:
42 of the group and indicating the identification document number of each shareholder. Shareholder companies whose shares are bearer and transferable by simple delivery will not be admitted in that chain. g. License certificate - final or provisional - issued by the General Directorate of Company Inspection (DIGEFE), dependent on the Ministry of the Interior, regarding compliance with the minimum security requirements demanded by said Office. h. Manual of the integral system to prevent being used in money laundering, terrorist financing, and financing of the proliferation of weapons of mass destruction and designation of the compliance officer in the terms established in Book III. i. Sworn declaration of the legitimate origin of capital in the terms of Article 655.5. j. Description of the services to be outsourced that are essential for the company's entry into operation. When the services are provided by third parties located outside the country or in the country but the service is provided totally or partially in or from abroad, the information and documentation established in Article 125.15 must be presented. If deemed necessary, the Financial Services Superintendence may request additional information to that indicated above. ARTICLE 125.13 (CANCELLATION OF REGISTRATION). Companies providing safe deposit box rental and custody services must present to the Financial Services Superintendence a notarized copy of the minutes of the meeting of the social body that resolved the cancellation of the registration in the Register, in which the reasons that led to such determination must be stated. Likewise, the place and person who will be responsible for the safeguarding and conservation of the information and documentation according to what is established in Articles 654 and 654.1 must be informed. The responsible person must ensure that all information and documentation will be available in time, form, and conditions to be processed when so required by the Financial Services Superintendence, immediately informing it of any circumstance that might prevent them from fulfilling that duty in the future. Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2442
Additionally, it must be accredited that the contracts subscribed for the rental and custody of safety deposit boxes have been cancelled.
Once the aforementioned information and documentation are presented, to the satisfaction of the Superintendency of Financial Services, the deregistration of the company from the Registry will proceed.
If deemed necessary, the Superintendency of Financial Services may request additional information beyond that indicated previously.
ARTICLE 125.23 (INFORMATION FOR REGISTRATION).
For the purposes of their inscription in the Registry, administrator companies for peer-to-peer lending platforms must provide the following information:
a. Name of the company, indicating legal name and trade name, if applicable, real and established domicile, telephone, email address, website, registration number in the Single Tax Registry of the General Tax Directorate and in the corresponding social security body.
b. Notarized copy of the partnership agreement or statutes.
c. Identification data of the legal representatives of the society (full name, nationality, identity document, and domicile).
d. List of partners or shareholders, capital to be contributed, and percentage of participation.
e. List of senior personnel according to the definition established in Article 536, accompanied by the information requested by Article 25.
f. List of members of the economic group to which the society belongs, according to the definition established in Article 271, including description of the activities carried out by them, operational and commercial links with the administrator company for peer-to-peer lending platforms, as well as details of their websites, if any.
g. Information on direct partners and shareholders, as well as on persons who exercise effective control of the company, attaching the following documentation:
I. Natural persons: the information required by Article 25.
II. Legal persons:
Notarized copy of the partnership agreement or statutes.
When they are foreign institutions:
2.1 Sworn declaration of the foreign institution with notarized certification of signature and representation, specifying the control and supervision bodies of the country of origin that have competence over the shareholder society.
2.2 Certificate issued by the competent authority of the country of origin or a notarial certificate accrediting that the shareholder society is legally constituted and that, in accordance with the legislation of said country, there are no restrictions or prohibitions for such societies to participate as partners, founders, or shareholders of other societies constituted or to be constituted in the country or abroad.
h. Manual of the integral system to prevent being used in money laundering, terrorist financing, and financing of the proliferation of weapons of mass destruction, and designation of the compliance officer under the terms established in Book III.
i. Sworn declaration of the legitimate origin of capital under the terms of Article 661.12.
j. Models of contracts to be signed with the offerors and demanders of money loans, including the model of credit documentation to be used in the loans granted. Likewise, the selection criteria for offerors and demanders will be informed.
k. Detailed description of the functioning of the platform that will be used for operations.
l. Description of the services to be outsourced that are essential for the company to enter into operation. When they are services provided by third parties located outside the country or in the country, but the service is provided totally or partially in or from abroad, the information and documentation provided in Article 125.20 must be presented.
m. The constitution of a deposit at the Central Bank of Uruguay under the terms of Article 248.1.
If deemed necessary, the Superintendency of Financial Services may request additional information beyond that indicated previously, with the formalities it deems pertinent.
No request will be processed if it is not accompanied by all the documentation required by letters a. to l. To grant the inscription, compliance with the preceding letter m. must have been accredited.
ARTICLE 125.24 (CANCELLATION OF REGISTRATION).
Administrator companies for peer-to-peer lending platforms must present to the Superintendency of Financial Services a notarized copy of the minutes of the meeting of the social body that resolved the cancellation of the inscription in the Registry, in which the reasons that led to such determination must be stated.
Likewise, the place and person who will be responsible for the safekeeping and conservation of the information and documentation must be informed, according to what is established in Article 661.4. The responsible person must ensure that all information and documentation will be available in time, form, and conditions to be processed when so required by the Superintendency of Financial Services, immediately informing it of any circumstance that might prevent them from fulfilling that duty in the future.
Additionally, it must be accredited that all documentation related to the loans granted that was in the possession of the platform administrator has been delivered to the lenders.
They must disable or remove from the website, if it exists, and destroy or undo any type of propaganda that links the society with the performance of activities as an administrator company for peer-to-peer lending platforms.
Once the aforementioned information and documentation are presented, to the satisfaction of the Superintendency of Financial Services, the deregistration of the company from the Registry will proceed.
If deemed necessary, the Superintendency of Financial Services may request additional information beyond that indicated previously.
ARTICLE 530.1 (INFORMATION ON CAPITALIZATION OF PATRIMONIAL ITEMS).
Institutions must inform the Superintendency of Financial Services of the capitalization of patrimonial items - coming both from the application of legal norms and from resolutions of the Shareholders' Assembly - within 5 (five) business days following their occurrence, supplying the following documentation:
a. Notarized copy of the resolution adopted by the shareholders' assembly.
b. Certified statement by a public accountant of the corresponding accounting registration.
c. The information necessary for the update of the Shareholders' Registry referred to in Article 542.
ARTICLE 542 (SHAREHOLDERS' REGISTRY).
The Central Bank of Uruguay will keep a Shareholders' Registry of banks, investment banks, financial houses, external financial institutions, and administrators of advance savings groups, organized as anonymous societies, which will have a public character.
With respect to direct shareholders, what is provided in Articles 32 and 530.1 shall apply.
With regard to indirect shareholders, changes must be reported to the Superintendency of Financial Services within 10 (ten) business days following their occurrence, accompanied by:
In the case of changes in the chain of shareholders: the information required by letter d) of Article 17.
In the case of change of the controlling group or legal entity that exercises effective control: the information required by letter f) of Article 16 and by letter e) of Article 17.
If deemed necessary, the Superintendency of Financial Services may request additional information beyond that mentioned previously.
ARTICLE 603 (INFORMATION ON CAPITALIZATION OF PATRIMONIAL ITEMS).
Financial service companies and exchange houses must inform the Superintendency of Financial Services of the capitalization of patrimonial items - coming both from the application of legal norms and from resolutions of the Shareholders' Assembly - within 5 (five) business days following their occurrence, supplying the following documentation:
a. Notarized copy of the resolution adopted by the Shareholders' Assembly, if applicable.
b. Certified statement by a Public Accountant of the corresponding accounting registration.
c. The information necessary for the update of the Shareholders' Registry referred to in Article 606.
ARTICLE 603.1 (INFORMATION ON NON-CAPITALIZED CONTRIBUTIONS).
Financial service companies and exchange houses must inform the Superintendency of Financial Services, within the term of 5 (five) business days following each imputation of the account "Irrevocable Advances on Account of Capital Integration", the amount of resources irrevocably affected for the purpose of capitalization and the date on which said resources became available to them, attaching a notarized copy of the assembly minutes from which the decision to expand capital arises.
ARTICLE 606 (SHAREHOLDERS' REGISTRY).
The Central Bank of Uruguay will keep a Shareholders' Registry of financial service companies and exchange houses, which will have a public character.
With respect to direct shareholders, what is provided in Articles 97 and 110, respectively, and in Article 603 shall apply.
With regard to indirect shareholders, changes must be reported to the Superintendency of Financial Services within 10 (ten) business days following their occurrence, accompanied by:
In the case of changes in the chain of shareholders: the information required by letter d. of Articles 93 and 106.
In the case of change of the controlling group or legal entity that exercises effective control: the information required by letters g. and n. of Article 93 and by letters g. and m. of Article 106.
If deemed necessary, the Superintendency of Financial Services may request additional information beyond that indicated previously.
ARTICLE 606.1 (INFORMATION ON SIGNIFICANT FACTS REGARDING SHAREHOLDERS).
Financial service companies and exchange houses must inform the Superintendency of Financial Services, within a term of 2 (two) business days following its occurrence or when knowledge thereof was obtained, any significant change that could negatively affect the patrimonial situation or suitability: (i) of the direct shareholder who holds a participation equal to or greater than 15% (fifteen percent) of the capital or (ii) of the legal entity that exercises effective control, provided they are not institutions supervised by the Central Bank of Uruguay.
ARTICLE 634.1 (INFORMATION ON CAPITALIZATION OF PATRIMONIAL ITEMS).
Credit administrator companies with larger assets must inform the Superintendency of Financial Services of the capitalization of patrimonial items - coming both from the application of legal norms and from resolutions of the Shareholders' Assembly - within 5 (five) business days following their occurrence, supplying the following documentation:
a. Notarized copy of the resolution adopted by the Shareholders' Assembly, if applicable.
b. Certified statement by a Public Accountant of the corresponding accounting registration.
c. The information necessary for the update of the Registry of holders, partners, or shareholders referred to in Article 638.3.
ARTICLE 634.2 (INFORMATION ON NON-CAPITALIZED CONTRIBUTIONS).
Credit administrator companies with larger assets must inform the Superintendency of Financial Services, within the term of 5 (five) business days following each imputation of the account "Contributions to Capitalize", the amount of resources irrevocably affected for the purpose of capitalization and the date on which said resources became available to them, attaching a notarized copy of the assembly minutes from which the decision to expand capital arises.
ARTICLE 638.3 (REGISTRY OF PARTNERS OR SHAREHOLDERS).
The Central Bank of Uruguay will keep a Registry of the partners or shareholders of credit administrator companies and entities granting credit with greater activity, which will have a public character.
With respect to direct partners or shareholders, incorporations, cancellations, or modifications must be reported to the Superintendency of Financial Services accompanied by the information required by letter f. of Article 85 or letter h. of Article 86.8 corresponding to credit administrator companies and entities granting credit with greater activity, respectively, with the sworn declaration provided in Article 644.2, within a maximum term of 5 (five) business days from their occurrence.
With regard to indirect shareholders, changes must be reported to the Superintendency of Financial Services within 10 (ten) business days following their occurrence, accompanied by:
In the case of changes in the chain of shareholders: the information required by numeral 5. of numeral II. of letter f. of Article 85 or by numeral V. of letter h) of Article 86.8, as applicable.
In the case of change of the legal entity that exercises effective control: the information required by letter f. of Article 85 or by letter h) of Article 86.8, as applicable.
If deemed necessary, the Superintendency of Financial Services may request additional information beyond that indicated previously.
ARTICLE 638.4 (INFORMATION ON SIGNIFICANT FACTS REGARDING PARTNERS OR SHAREHOLDERS).
Credit administrator companies and entities granting credit with greater activity must inform the Superintendency of Financial Services, within a term of 2 (two) business days following its occurrence or when knowledge thereof was obtained, any significant change that could negatively affect the patrimonial situation or suitability: (i) of the partner or direct shareholder who holds a participation equal to or greater than 15% (fifteen percent) of the capital or (ii) of the legal entity that exercises effective control, provided they are not institutions supervised by the Central Bank of Uruguay.
ARTICLE 648.4 (REGISTRY OF HOLDERS, PARTNERS OR SHAREHOLDERS).
The Central Bank of Uruguay will keep a Registry of the holders, partners, or shareholders of the representatives, which will have a public character.
With respect to direct partners or shareholders, incorporations, cancellations, or modifications must be reported to the Superintendency of Financial Services accompanied by the information required by Article 116.1 with the sworn declaration provided in Article 651.1, within a maximum term of 5 (five) business days from their occurrence.
With regard to indirect shareholders, changes must be reported to the Superintendency of Financial Services, within 10 (ten) business days following their occurrence, accompanied by:
In the case of changes in the chain of shareholders: the information required by numeral 4. of numeral II. of Article 116.1.
In the case of change of the legal entity that exercises effective control: the information required in Article 116.1.
If deemed necessary, the Superintendency of Financial Services may request additional information beyond that indicated previously.
ARTICLE 648.5 (INFORMATION ON SIGNIFICANT FACTS REGARDING PARTNERS OR SHAREHOLDERS).
Representatives must inform the Superintendency of Financial Services, within a term of 2 (two) business days following its occurrence or when knowledge thereof was obtained, any significant change that could negatively affect the patrimonial situation or suitability: (i) of the partner or direct shareholder who holds a participation equal to or greater than 15% (fifteen percent) of the capital or (ii) of the legal entity that exercises effective control, provided they are not institutions supervised by the Central Bank of Uruguay.
ARTICLE 655.4 (FUND TRANSFER COMPANIES - REGISTRY OF HOLDERS, PARTNERS OR SHAREHOLDERS).
The Central Bank of Uruguay will keep a Registry of the holders, partners, or shareholders of fund transfer companies, which will have a public character.
With respect to direct partners or shareholders, incorporations, cancellations, or modifications must be reported to the Superintendency of Financial Services accompanied by the information required by letter f. of Article 121 with the sworn declaration provided in Article 655.5, within a maximum term of 5 (five) business days from their occurrence.
With regard to indirect shareholders, changes must be reported to the Superintendency of Financial Services within 10 (ten) business days following their occurrence, accompanied by:
In the case of changes in the chain of shareholders: the information required by numeral 5. of numeral II. of letter f. of Article 121.
In the case of change of the legal entity that exercises effective control: the information required by letter f. of Article 121.
If deemed necessary, the Superintendency of Financial Services may request additional information beyond that indicated previously.
ARTICLE 655.4.1 (VALUABLES TRANSPORT COMPANIES - REGISTRY OF HOLDERS, PARTNERS OR SHAREHOLDERS).
The Central Bank of Uruguay will keep a Registry of the holders, partners, or shareholders of valuables transport companies, which will have a public character.
With respect to direct partners or shareholders, incorporations, cancellations, or modifications must be reported to the Superintendency of Financial Services
53 Financial Services accompanied by the information required by letter f. of article 125.6 with the sworn declaration established in article 655.5, within a maximum period of 5 (five) business days from when they occurred. Regarding indirect shareholders, changes must be reported to the Superintendency of Financial Services within 10 (ten) business days following their occurrence, accompanied by:
54 ARTICLE 655.4.3 (FUND TRANSFER COMPANIES, VALUE TRANSPORT COMPANIES AND COMPANIES PROVIDING SERVICES OF RENTAL AND CUSTODY OF SECURITY BOXES - INFORMATION ON SIGNIFICANT EVENTS REGARDING PARTNERS OR SHAREHOLDERS). Fund transfer companies, value transport companies and companies providing services of rental and custody of security boxes must report to the Superintendency of Financial Services, within a period of 2 (two) business days following the occurrence or knowledge thereof, any significant change that could negatively affect the financial situation or suitability: (i) of the direct partner or shareholder who holds a participation equal to or greater than 15% (fifteen percent) of the capital or (ii) of the legal entity exercising effective control, provided they do not belong to the public sector, nor are they institutions supervised by the Central Bank of Uruguay. 27. SUBSTITUTE in Title II - INFORMATION REGIME, of Part VII - ADMINISTRATOR COMPANIES FOR PEER-TO-PEER LENDING PLATFORMS of Book VI - INFORMATION AND DOCUMENTATION, articles 661.10 and 661.11 with the following: ARTICLE 661.10 (REGISTRY OF PARTNERS OR SHAREHOLDERS). The Central Bank of Uruguay shall maintain a Registry of the partners or shareholders of companies administering peer-to-peer lending platforms, which shall be public. With respect to direct partners or shareholders, incorporations, withdrawals or modifications must be reported to the Superintendency of Financial Services accompanied by the information required by letter g. of article 125.23 with the sworn declaration established in article 661.12 within a maximum period of 5 (five) business days from when they occurred. Regarding indirect shareholders, changes must be reported to the Superintendency of Financial Services within 10 (ten) business days following their occurrence, accompanied by:
55 If deemed necessary, the Superintendency of Financial Services may request additional information beyond that indicated above. ARTICLE 661.11 (INFORMATION ON SIGNIFICANT EVENTS REGARDING PARTNERS OR SHAREHOLDERS). Companies administering peer-to-peer lending platforms must report to the Superintendency of Financial Services, within a period of 2 (two) business days following the occurrence or knowledge thereof, any significant change that could negatively affect the financial situation or suitability: (i) of the direct partner or shareholder who holds a participation equal to or greater than 15% (fifteen percent) of the capital or (ii) of the legal entity exercising effective control, provided they do not belong to the public sector, nor are they institutions supervised by the Central Bank of Uruguay. CRISTINA RIVERO Financial Supervision Superintendent 2023-50-1-02066 Diagonal Fabini 777 - P.O. Box 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2442