2019-01-24
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The Governor of the National Bank of Serbia issued this Decision to establish detailed procedures for licensing payment system operators and consenting to amendments to their operating rules under the Law on Payment Services. The regulation mandates specific documentation requirements for applicants, including business plans, proof of initial capital, governance descriptions, and evidence of good reputation for managing bodies and qualifying holders. It further defines eligibility criteria for directors and shareholders, ensuring that only entities capable of safe and sound payment system operation are authorized.
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RS Official Gazette, No 99/2018
Pursuant to Article 151, paragraphs 4 and 9, and Article 158, paragraphs 2 and 7 of the Law on Payment Services (RS Official Gazette, Nos 139/2014 and 44/2018) and Article 59, paragraph 2 of the Law on the National Bank of Serbia (RS Official Gazette, Nos 72/2003, 55/2004, 85/2005 – other law, 44/2010, 76/2012, 106/2012, 14/2015, 40/2015 ‒ CC decision and 44/2018), the Governor of the National Bank of Serbia hereby issues D E C I S I O N ON IMPLEMENTATION OF THE PROVISIONS OF THE LAW ON PAYMENT SERVICES RELATING TO PAYMENT SYSTEM LICENSING AND CONSENTING TO AMENDMENTS TO PAYMENT SYSTEM RULES
I. INTRODUCTORY PROVISION
identification number, as well as the name and surname of the legal representative or other authorised person signing this application. Documentation enclosed to a license application
3. The legal person from Article 144, paragraph 3 of the Law shall submit
the following evidence and documentation along with the licence application:
If based on the documents and evidence from this Section it is not possible to establish all facts relevant for deciding on the licence application, the National Bank of Serbia may request that the legal person which submitted that application (hereinafter: the applicant) submit also other documents and/or data it deems necessary. Proof of registration in the register of business entities and/or of registration with the competent body
4. Proof of registration in the register of business entities and/or of
registration with the competent body shall mean data on the applicant which the National Bank of Serbia obtains by accessing the registry kept by the competent body. Articles of incorporation and/or articles of association
5. Articles of incorporation and/or articles of association must contain
elements and/or data prescribed by the law governing the legal status (incorporation, legal form etc.) of the applicant. Business plan for the first three years of operation of the payment system
6. The business plan for the first three years of operation of the payment
system shall contain data on the operator’s planned activities in relation to payment system operation, based on which it can be concluded that the applicant will be able to ensure the fulfilment of appropriate organisational, personnel, technical and other requirements for safe and sound operation of the payment system. The business plan from paragraph 1 hereof shall contain in particular:
components to be used for the performance of activities in the payment system will be installed;
5) data on operational activities related to payment system operation
within the meaning of the Decision which the applicant intends to outsource to another person, including the reasons for outsourcing and data on the person to whom these activities will be outsourced;
6) data on the type of a payment service and/or payment
transactions to be executed in the payment system;
7) data on planned fees related to participation in the payment
system, projection of revenues and expenditures of the applicant related to managing payment system operation by year and projection of sources of financing for managing payment system operation. In order to enable the assessment of its ability for ensuring the fulfilment of appropriate organisational, personnel, technical and other requirements for safe and sound operation of the payment system, the applicant must prove:
that it will organise and/or delegate business activities in such a
manner as to ensure successful and smooth performance of activities related to managing payment system operation;
that for the purpose of the performance of activities from item 1)
hereof it will engage a sufficient number of employees with the professional qualifications and experience matching their duties, responsibilities and the complexity of activities they carry out, ensuring also that the employees engaged in key business activities have an appropriate substitute, in order to prevent hindrance to safe and sound operation of the payment system due to the absence of those employees or termination of their employment;
that it will use adequate business premises for the performance of
activities from item 1) hereof, including the business premises where hardware and software components used for the performance of activities in the payment system will be installed; the premises must be owned by the operator or used based on a rental or leasing contract concluded for a minimum three-year term and must meet the requirements laid out in the regulations on occupational safety, fire protection and environmental protection;
that it will use hardware and software components which in their
scope, functionality and performance correspond to the number of employees and complexity and scope of activities in the payment system. For the purpose of assessment of fulfilment of conditions from paragraph 3 hereof, along with the business plan from paragraph 1 hereof, the applicant shall enclose the following documents:
proposed scope of activity of the applicant’s organisational parts in
which activities related to managing payment system operation will be carried out and the proposed job classification with the data on the type and level of qualifications and/or education and work experience requirements for each job position;
proof of the right to use business premises (e.g. excerpt from the
real estate cadastre and/or real estate folio, rental or lease contract, and the proof that the business premises meet the conditions laid out in the regulations on occupational safety, fire protection and environmental protection – e.g. decision of the competent authority issued in the inspection procedure etc.);
documents proving the grounds for using, and/or the manner of
acquiring hardware and software components (e.g. excerpt from business books, pre-contract, contract etc.);
pre-contract or contract on outsourcing of operational activities, if
such outsourcing is intended.
If the applicant intends for the payment system to be used for execution of payment transactions where this execution and/or the relationship between payment service providers and payment service users in relation to those transactions is regulated by a single set of rules, practices, standards and/or operational guidelines set by the operator, a special body, organisation or other entity issuing decisions in relation to those rules which payment service providers who will be participants in that system will be obliged to abide by (hereinafter: rules for execution of payment transactions) – that applicant shall also submit documents based on which it is possible to determine in particular the following:
that the rules for execution of payment transactions are aligned
with the regulations governing payment services, including the regulations governing multilateral interchange fees and special operating rules for cardbased payment transactions, and that those rules are clear, precise and comprehensive;
that the rules for execution of payment transactions regulate the
rights, obligations and responsibilities of payment system participants in relation to application of those rules;
that the rules for execution of payment transactions ensure safety
and continuity of execution of payment transactions and/or provision of payment services that are regulated by them;
that payment service providers and their payment service users
have at their disposal the information that is relevant for safe and efficient execution of payment transactions.
Evidence that the applicant holds the prescribed amount of initial capital
7. Evidence that the applicant holds the amount of initial capital
prescribed by Article 152 of the Law shall be the statement of a current account or other appropriate account of the applicant, the financial statement for the previous business year, as well as the certified auditor’s opinion if the applicant is subject to financial statement audit according to law, and/or other documents proving that the applicant has the prescribed amount of initial capital (e.g. excerpt from the register of business entities etc.), taking into account the provisions of the decision governing initial capital, capital and capital requirements of the operator. Before the licensing decision can be delivered, the applicant shall submit appropriate evidence to the National Bank of Serbia that it has the prescribed amount of initial capital on the day of receipt of the decision. Proposal of payment system rules
8. A proposal of payment system rules shall contain elements prescribed
by Article 148 of the Law, in accordance with the provisions of the Decision. Description of the governance system
9. A description of the governance system shall mean:
Data on members of the applicant’s managing bodies and on the payment system director
10. Data on members of the applicant’s managing bodies and the
prospective payment system director, as well as data and evidence proving that these persons have good business reputation, appropriate professional qualifications and experience shall mean the following documents:
licensed by the National Bank of Serbia, instead of data and evidence from paragraph 1 hereof, the following data shall be submitted: on the name and surname of the person – member of the managing body, business name and head office of the financial sector person in which that person is a member of the managing body and on his function in that person. Apart from evidence from paragraphs 1 and 2 hereof, the applicant shall also submit the list of associates of the member of the managing body and prospective payment system director, along with the documents from paragraph 1, item 1) hereof for those associates. Notwithstanding paragraph 4 hereof, if the applicant is a legal person from Article 144, paragraph 2, items 2) tо 5) of the Law, the provision of paragraph 4 hereof shall apply only to the prospective payment system director. Within the meaning of this Decision, an associate shall mean:
The National Bank of Serbia shall assess whether the person from paragraph 1 hereof has good business reputation based on documents and evidence from this Section, and other data at its disposal. A person shall be deemed to have good business reputation if he has demonstrated in his work so far that he has personal, moral and professional integrity which will ensure payment system management in accordance with the rules on safe and sound payment system operation. A person referred to in paragraph 1 hereof shall be deemed not to have good business reputation in particular in the following cases:
a scan reading of a biometric ID card, and/or photocopy of an ID
card (for citizens of the Republic of Serbia), a photocopy of passport (for foreign citizens);
the person’s resume, which should include the information on his
business engagements and professional qualifications, and information on whether that person is or used to be a member of a managing body of the legal person, including the contact data for that legal person;
evidence of good business reputation of that person from Section
10, paragraph 1, items 1) and 2) оf this Decision;
data on asset position, i.e. own assets of that person – real estate,
participation in the capital of other legal persons with absolute and percentage amount of ownership, cash deposits in banks etc. – along with the appropriate evidence on that ownership and origin of those assets (e.g. excerpt from the appropriate registry, bank statement etc.);
list of associates of that person within the meaning of Section 10,
paragraphs 6 and 7 of this Decision, together with the documents from
Section 10, paragraph 1, item 1) of this Decision submitted for those
associates;
statement on that person’s debt to domestic and foreign legal and
natural persons, specifying those persons and the amounts of debt; evidence proving that the person is not a taxpayer, and/or evidence on the settlement of tax liabilities issued by the competent authority;
proof of origin of assets (source of assets) used to acquire
qualifying holding.
Data and evidence on the ability of the qualifying holder – legal person to ensure safe and sound management of payment system operation shall mean:
Proof of that person’s registration in the register of business entities
and/or of registration with the competent authority;
data on ultimate owners of the qualifying holder – down to natural
persons and/or market-recognised legal persons with a holding in that person including: name and surname and/or business name of each person having a holding in the qualifying holder, address of the permanent residence and/or registered office and other identification data for those persons, as well as absolute and percentage amounts of ownership with appropriate evidence (excerpt from the share register, transcript of shareholders from the book of shareholders, etc.)
for members of managing bodies of the qualifying holder and
persons closely related to it – data and documents from paragraph 3, items 2) and 5) hereof;
financial statements of the qualifying holder for the last two
business years and the opinion of the certified auditor if the qualifying holder is the obligor of financial statement audit, in accordance with regulations;
data on whether the qualifying holder has ownership and/or
holding in another legal person and the absolute and percentage amount of its ownership on the business day prior to submission of the licensing application, and on whether that other legal person generated profit in the last two years and if yes, what amount;
statement on the total debt of the qualifying holder to domestic and
foreign legal and natural persons, with the list of those persons and debt amounts;
evidence from Section 10, paragraph 1, items 1) and 2) оn nonconviction of the legal person of offences referred to in Section 12, paragraph
4 of this Decision;
evidence issued by the competent authority on the settlement of tax
liabilities;
proof of origin of assets (source of assets) used to acquire
qualifying holding.
If the qualifying holder belongs to a group of companies, in addition to the documents referred to in paragraph 4 hereof, it shall submit data on the group structure, type of activities carried out by the group and its members, persons having controlling holding in that group and the report on audit of consolidated financial statements of the group for the last two years, prepared by the certified auditor. Notwithstanding paragraph 4 hereof, if the qualifying holder is a market-recognisable legal person, the following documents shall be submitted:
list of persons having a qualifying holding in the qualifying holder,
with the basic data on those persons;
evidence that the qualifying holder is quoted on a stock exchange;
documents from paragraph 4, items 3) to 9) of this Section.
Notwithstanding paragraphs 1 to 6 hereof, if the fitness of the qualifying holder has already been assessed by an authority in charge of licensing and supervision of financial sector persons, the applicant shall submit the data about that authority and the result of the assessment of the qualifying holder.
The National Bank of Serbia shall assess whether the qualifying holder – legal person has good business reputation based on the documents and evidence from Section 11, paragraphs 4 to 7 of this Decision. A legal person shall be deemed to have good business reputation if in its entire operation up to that point it has demonstrated risk management ability, achieved good results and gained reputation in the field of its line of activity. A legal person shall be deemed not to have good business reputation in the following cases:
III. CONSENTING TO AMENDMENTS TO
PAYMENT SYSTEM RULES
14. The operator shall submit to the National Bank of Serbia the
application for consent to amending the elements of the payment system rules from Article 148 of the Law, along with which it shall enclose:
If the operator reappoints the same person from Section 10, paragraph 1 of this Decision (reappointment), together with the appointment decision from paragraph 1 hereof, the operator shall submit the following documents:
VII.SUBMISSION OF THE PRESCRIBED DOCUMENTS
18. The documents prescribed by this Decision shall be submitted in
original or copy certified in accordance with regulations, except for the documents in relation to which the data may be verified by accessing the public registries of competent authorities. The documents referred to in this paragraph may not be older than six months. The documents from paragraph 1 hereof shall be in the Serbian language and if they are in a foreign language, the original or certified copy of such document shall be submitted along with its translation in the Serbian language certified by a sworn-in-court translator, except in the case of financial statements and audit reports of legal persons in the English language. If the original documents referred to in paragraph 2 hereof are neither in Serbian nor English and it is not possible to obtain the translation from the language they were prepared in, the translations into English and Serbian shall be submitted, certified by a sworn-in-court translator.
19. The applicants from this Decision shall submit to the National Bank of
Serbia, along with the prescribed documents, the information on the date of payment of the fee prescribed by the decision on uniform fees charged for services provided by the National Bank of Serbia’, and the proof оf payment of the republic administrative fee pursuant to the regulations governing the payment of such fee.
20. The legal person which obtained the licence for payment system
operation shall submit to the National Bank of Serbia the payment system rules no later than the next business day after the date of their adoption.
VIII. FINAL PROVISIONS
21. This Decision repeals the Decision on the Conditions and Manner of
Granting Licence for Payment System Operation and Granting Approval for Amendments and Supplements to Payment System Rules (RS Official Gazette, No 49/2015).
22. This Decision enters into force on the eighth day following its
publication in RS Official Gazette and applies as of 17 March 2019. D. No 20 G o v e r n o r 14 December 2018 of the National Bank of Serbia B e l g r a d e Dr Jorgovanka Tabaković
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Source: National Bank of Serbia — original document · Summary generated with machine assistance and reviewed before publication; the authoritative text is the regulator's original document. How RegAlert works