Rulebook on the Content of Regular and Requested Reports by Factoring Companies to the Croatian Financial Services Supervisory Agency and Submission Procedures

UNOFFICIAL CONSOLIDATED TEXT RULEBOOK ON THE CONTENT OF REGULAR REPORTS AND REPORTS AT THE REQUEST OF THE CROATIAN AGENCY FOR THE SUPERVISION OF FINANCIAL SERVICES WHICH FACTORING COMPANIES ARE OBLIGED TO SUBMIT, AND THE METHOD AND DEADLINES FOR THEIR SUBMISSION (Official Gazette No. 140/14 and 142/22)

The Rulebook on Amendments to the Rulebook on the Content of Regular Reports and Reports at the Request of the Croatian Agency for the Supervision of Financial Services Which Factoring Companies are Obligated to Submit, and the Method and Deadlines for Their Submission (Official Gazette No. 142/22) entered into force and is applicable from December 15, 2022.

Rulebook on the Content of Regular Reports and Reports at the Request of the Croatian Agency for the Supervision of Financial Services Which Factoring Companies are Obligated to Submit, and the Method and Deadlines for Their Submission – Unofficial Consolidated Text (Official Gazette No. 140/14 and 142/22)

Article 1. This Rulebook prescribes the content, as well as the method and deadlines for the submission of regular reports and reports at the request of the Croatian Agency for the Supervision of Financial Services (hereinafter: the Agency) which factoring companies are obliged to submit to the Agency based on the provisions of Article 70 of the Factoring Act ("Official Gazette" No. 94/2014, hereinafter: the Act).

Article 2. (1) For the purposes of this Rulebook, regular reports are reports on the following facts and circumstances from the provision of Article 70, paragraph 1 of the Act, which factoring companies are obliged to submit to the Agency:

1. registration and changes of data entered in the court registry,
2. convening of the general meeting and all decisions adopted at the general meeting,
3. holders of business shares or shares of the factoring company, and the acquisition or modification of qualifying holdings,
4. planned opening, relocation, closure, or temporary cessation of a branch or representative office, or other organizational changes,
5. investments on the basis of which the factoring company has indirectly or directly acquired a qualifying holding in another legal entity, as well as any further investment in that legal entity,
6. changes in capital structure,
7. cessation of certain factoring activities.

(2) For the purposes of this Rulebook, reports at the request of the Agency are reports and information on all transactions material for the performance of supervision, or the performance of other tasks of the Agency, which factoring companies are obliged to submit to the Agency based on the provision of Article 70, paragraph 2 of the Act.

Article 3. (1) Factoring companies are obliged to regularly report to the Agency on the following facts and circumstances:

1. registration and changes of data entered in the court registry, by submitting an application with attachments to the application, or a request with all attachments, within three days from the date of delivery to the registry court, and a decision on registration in the court registry within eight days from the date of its receipt;
2. convening of the general meeting and all decisions adopted at the general meeting, by submitting the call for the general meeting with the agenda and proposal of decisions at least seven days before the holding of the general meeting, and after the holding of the general meeting, by submitting the minutes with decisions adopted at the general meeting within eight days from the date of the holding of the general meeting with a consolidated text of the founding act, where applicable; – in the case where all members of a limited liability company agree in writing on a decision to be adopted or declare that they agree that a vote on it should be taken in writing, by submitting such adopted decision within eight days from the date of adoption of the decision; – in the case where all business shares in the company are held by only one member or by him and the company, by submitting a signed minute of the adopted decision within eight days from the date of drafting the minute;
3. holders of shares of the factoring company (personal data and residence for natural persons, and company name and seat for legal persons), by submitting a written notice with data on the status of securities accounts of individual share holders, indicating data on the nominal amount and percentage of participation in voting rights or in the basic capital of the factoring company, within eight days after the end of each quarter, in which any changes in share holders compared to the data from the previous notice are highlighted;
4. acquisition or modification of qualifying holdings under Article 29 of the Act, by submitting a written notice of acquisition or modification of qualifying holdings (personal data and residence for natural persons, and company name and seat for legal persons) indicating data on the nominal amount and percentage of participation in voting rights or in the basic capital of the factoring company, as well as on an acquisition of less than 10%, if it enables the achievement of significant influence on the management of the factoring company, with an attached contract or other instrument on the legal transaction of acquisition, within eight days from the date of conclusion of the legal transaction of acquisition of shares;
5. investments on the basis of which the factoring company has indirectly or directly acquired a qualifying holding in another legal entity, as well as any further investment in that legal entity, by submitting a written notice of acquisition or modification of qualifying holdings with the basic registry data of the legal entity and indicating data on the nominal amount and percentage of participation in voting rights or in the basic capital of the legal entity, with an attached contract or other instrument on the legal transaction of acquisition, or investment, within eight days from the date of conclusion of the legal transaction of acquisition, or investment;
6. if the factoring company intends to sell or otherwise dispose of a share in another legal entity for the acquisition of which it obtained the Agency's consent, or intends to reduce the share below the limits determined by the Act, it is obliged to notify the Agency in writing of its intention, by submitting a report on the method of disposal, the amount of the share it intends to dispose of, and the person acquiring the shares or business shares, no later than within eight days before the conclusion of the legal transaction of sale or other method of disposal;
7. registration and changes of members of the factoring company and their business shares, by submitting a list of members of the factoring company in which the data prescribed by law are indicated, simultaneously with the submission of this list to the registry court;
8. planned opening, relocation, closure, or temporary cessation of a branch or representative office, by submitting a summary report containing basic data on these changes for each calendar year, including data relating to the existing status on December 31, and no later than by January 31 for the previous calendar year;
9. organizational changes in the factoring company (e.g., changes in the organizational structure of the factoring company), within eight days from the date the change occurred;
10. changes in capital structure within the meaning of Article 23 of the Act, or increases and/or decreases of items taken into account in the calculation of capital as prescribed by the Rulebook prescribing criteria and/or rules and additional requirements for the capital of factoring companies, if not covered by points 1 and 2 of this Article, by submitting the relevant document on the change in capital structure within eight days from the date the change occurred;
11. cessation of factoring activities for which the factoring company obtained the Agency's approval, by submitting the decision of the factoring company on the cessation of factoring activities, and the decision of the registry court on the deletion of factoring activities from the court registry, within eight days from the date of adoption of the factoring company's decision, or receipt of the registry court's decision;
12. cessation of functions of a member of the management board, procurist, and member of the supervisory board before the expiration of the period for which they were appointed, by submitting the decision on dismissal, or notice of accepted resignation, within eight days from the date of adoption of the decision or receipt of the notice of resignation;
13. composition and structure of the supervisory board of the factoring company in relation to the conditions for membership in that body prescribed by the Rulebook on Conditions for Membership in the Management Board and Supervisory Board of a Factoring Company, by submitting a report on changes in the selection or appointment of members of the supervisory board, which contains at least the following data on all members of the supervisory board on the date the change occurred: personal data, professional qualifications, and a description of acquired relevant experience, no later than within eight days from the date the change occurred;
14. changes regarding the performance of internal audit activities, by submitting the decision on the appointment or dismissal of the internal auditor, including the submission of information on the status of the internal auditor (in an employment relationship with the factoring company, internal auditor based on outsourcing of internal audit activities, etc.), unless this is evident from the submitted decision, within eight days from the date of adoption of the decision.

(2) Exception to the provision of paragraph 1, point 1 of this Article, factoring companies are not obliged to submit applications for registration and changes of data entered in the court registry in connection with branches.

Article 4. (1) Factoring companies are obliged to submit to the Agency the documentation from Article 3 of this Rulebook in ordinary copy, except for the documentation from Article 3, paragraph 1, points 1 (does not apply to decisions on registration in the court registry which may be submitted in ordinary copy), 2, and 12 of this Rulebook, which is submitted in original or certified copy. Submitted documentation is not returned.

(2) In addition to the documentation prescribed by Article 3 of this Rulebook, factoring companies are obliged to submit, at the request of the Agency, other documentation and/or data for the purposes of supervision or for the performance of other tasks within the competence and scope of the Agency in connection with the operations of the factoring company, in the manner and within the deadline determined in the request.

(3) Factoring companies are obliged to submit documentation from the provisions of this Rulebook in accordance with the instruction on the method of submitting data to the Agency.

Article 5. This Rulebook enters into force on the eighth day from the date of publication in the "Official Gazette".