Notice No. 09/2020 of April 3 on the Authorization for the Establishment of Banking Financial Institutions

PUBLISHED IN THE OFFICIAL GAZETTE, FIRST SERIES, NO. 42, OF APRIL 3

NOTICE NO. 09/2020

SUBJECT: FINANCIAL SYSTEM

• Authorization for the Establishment of Banking Financial Institutions

Considering the need to adapt the rules regarding the process for instructing applications for authorization for the establishment, operation, and revocation of Banking Financial Institutions, as well as to harmonize the current norms in the Angolan Financial System with international standards;

In the exercise of the competence attributed by paragraph f) of number 1 of Article 21st and paragraph d) of number 1 of Article 51st, both of Law No. 16/10, of July 15, Law of the National Bank of Angola, combined with the provisions of Article 64th of Law No. 12/2015, of June 17, Law of the Bases of Financial Institutions;

I DETERMINE:

CHAPTER I
General Provisions

Article 1st
(Object)

1. This Notice establishes the requirements and procedures for the authorization of the establishment of Banking Financial Institutions, including the establishment of a Branch, Agency, and Representation Office of a Banking Financial Institution with its headquarters abroad.
2. This Notice also establishes the requirements and procedures for the authorization of the establishment abroad of a Branch, Agency, and Representation Office of Banking Financial Institutions authorized by the National Bank of Angola.

Article 2nd
(Scope)
This Notice applies to:
a) All interested parties wishing to establish a Banking Financial Institution or establish a Branch, Agency, or Representation Office of a Banking Financial Institution with its headquarters abroad; and b) Banking Financial Institutions authorized by the National Bank of Angola interested in establishing a Branch, Agency, or Representation Office in a foreign country.

Article 3rd
(Definitions)
For the purposes of this Notice, the following are understood:
a) Director: person responsible for a function or organizational unit, who exercises significant influence on the management of the current affairs of the Institution with direct hierarchical reporting to the governing body, or, depending on the organizational structure, to one of the members of the governing body. b) Economic Group: set of Financial Institutions, Banking or non-Banking, and Non-financial Companies, in which there is a relationship of control by one over the others. c) Financial Group: set of resident and non-resident companies with the nature of Banking and Non-Banking Financial Institutions, with the exception of Financial Institutions linked to insurance and social security activities, in which there is a relationship of control by a parent company supervised by the National Bank of Angola over the other companies comprising it. d) Related Parties: partners or shareholders with qualified participations, entities belonging to the economic group, or persons with a relationship of spouse, descendant, or ascendant, with members of the administration and supervisory bodies of Financial Institutions, considered directly or as ultimate beneficiaries of transactions or assets. e) Relationship of Control: as defined in the Law of the Bases of Financial Institutions.

CHAPTER II
Activity in Angola

SECTION I
General Authorization Requirements for Establishment

Article 4th
(General Principles of Establishment Authorization)

1. The requirements for obtaining authorization for the establishment of a Banking Financial Institution, including the establishment of a Branch, Agency, or Representation Office of an Institution with effective headquarters in a foreign country, in Angola, must be adapted to the size, nature, and complexity of the activity of the institution to be established, its risk profile, and its importance for the stability of the Financial System.
2. The application for authorization must be adequately supported by the documentation required under this Notice, notwithstanding the request for additional information and documentation, whenever considered necessary for a proper analysis and investigation of the establishment process.

Article 5th
(Application for Establishment Authorization)

1. The application for authorization for the establishment of a Banking Financial Institution and the establishment of a Branch, Agency, or Representation Office of a Banking Financial Institution with its headquarters abroad, must be submitted with the information and documentation contained in Annexes I and II of this Notice, which is an integral part thereof.
2. Without prejudice to the provisions of the preceding number, documentation regarding the proposed managers or directors of the agency to be established must be submitted additionally, in accordance with the provisions of the Notice on Special Registration.
3. If the proposed shareholder is a collective interest center without legal personality (trusts) or any other entity without legal personality, the completion of Annex II of this Notice shall apply, with due adaptations.
4. The information and documentation requested in Annex III of this Notice must be in conformity with the size, nature, and complexity of the intended business.

SECTION II
Specific Requirements for the Establishment of Agencies and Representation Offices

Article 6th
(Requirements for Establishment of Agency)

1. For the establishment of an Agency in Angola of a Banking Financial Institution with its main and effective headquarters of administration in a foreign country, the supervisory authority of the applicant's country of origin must send to the National Bank of Angola a communication containing:
   a) The activity program, in which the types of operations to be carried out and the organizational structure of the Agency are indicated, as well as the certificate that such operations are included in the authorization of the Banking Financial Institution; b) The amount of the regulatory own funds of the Banking Financial Institution; c) The solvency ratio of the Banking Financial Institution; d) The detailed description of the deposit guarantee system of which the Banking Financial Institution participates and which ensures the protection of the Agency's depositors; and e) The detailed description of the investor compensation system of which the Banking Financial Institution participates and which ensures the protection of the Agency's investor clients.
2. Whenever the legal and regulatory requirements applicable in the applicant's country of origin do not determine the observance of the elements referred to in paragraphs a), d), and e) of the preceding number, the authority of the applicant's country of origin must expressly indicate this fact in the communication to be provided to the National Bank of Angola, and this shall not be a condition for the refusal of the authorization application for the establishment of the agency.

SECTION III
Instruction of the Authorization Application

Article 7th
(Instruction of the Establishment Authorization Application)

1. Applicants must designate a technical responsible person, by power of attorney, who represents them all before the competent authority for the assessment of the authorization application and indicate the domicile in Angola for purposes of notification or correspondence.
2. The National Bank of Angola notifies the technical responsible person designated by the applicants about the receipt of the authorization application and respective documentation and will assign a Unique Reference Number (URN) to the Institution, which must be expressly indicated in all future communications with the National Bank of Angola.
3. If there is missing information and/or documentation, the National Bank of Angola reserves the right to decide that it is indispensable for verifying the legal requirements established in the Law of the Bases of Financial Institutions.
4. In the circumstance referred to in the preceding number, the National Bank of Angola notifies the technical responsible person designated by the applicant(s) about the non-existence of the legal and regulatory prerequisites of the establishment authorization application, suspending, in this way, the deadlines established for its instruction.

Article 8th
(General Requirements for the Instruction of the Establishment Authorization Application)

1. The authorization application will be instructed with the following elements:
   a) Characterization of the type of Financial Institution to be established and Draft partnership agreement; b) Business plan, with indication of the types of operations to be carried out, geographical implantation, organizational structure, and human, technical, and material resources used, as well as forecast accounts for each of the first three years of activity; c) Identification of founding shareholders, with specification of the capital subscribed by each; d) Justified statement on the adequacy of the shareholder structure to the stability of the Banking Financial Institution; e) Declaration of commitment that at the time of establishment, and as a condition thereof, the amount of the social capital required by Law will be shown deposited in a Credit Institution; f) Solid devices in matters of corporate governance; g) Identification of the members of the administration and supervisory bodies with justification by the proponents regarding their adequacy to ensure sound and prudent management of the Banking Financial Institution. h) The solid devices in matters of corporate governance must include:
   i. A clear organizational structure, with well-defined, transparent, and coherent lines of responsibility;
   ii. Effective processes for the identification, management, control, and communication of the risks to which it is or may be exposed; and
   iii. Adequate internal control mechanisms, including solid administrative and accounting procedures and remuneration policies and practices that promote and are consistent with sound and prudent risk management.
2. The devices, processes, procedures, mechanisms, policies, and practices provided for in the preceding number must be complete and proportional to the risks inherent to the business model and the nature, level, and complexity of the activities of each Banking Financial Institution.

Article 9th
(Analysis of the Establishment Authorization Application)

1. At any time during the analysis of the process, if it is found that the application for authorization for the establishment of a Banking Financial Institution is insufficiently instructed, the National Bank of Angola formally notifies the technical responsible person to remedy the identified deficiencies, under the conditions and deadlines to be established by itself.
2. The provision of information beyond the deadline stipulated by the National Bank of Angola may determine the refusal of authorization for the establishment of a Banking Financial Institution.
3. In exceptional circumstances, and upon justified request, the National Bank of Angola may decide to extend the deadline stipulated in the notification mentioned.
4. The National Bank of Angola may request from the applicant(s) any complementary information or procedures, carry out investigations it considers necessary or useful for the decision on the application, and summon for interview the proposed founding shareholders, members of the governing bodies, directors, or managers of the Institution.

Article 10th
(Deadlines)
After the authorization of the Banking Financial Institution, it has 3 (three) months for establishment and 12 (twelve) months for the commencement of activity, without prejudice to the provisions of the Law of the Bases of Financial Institutions.

Article 11th
(Conformity of the Business Plan)

1. The activity of the authorized Banking Financial Institution must take into consideration what is provided in the business plan submitted.
2. The Banking Financial Institution must, during the first 3 (three) economic years, demonstrate in the annual report and accounts the adequacy of the operations carried out to the strategic objectives defined in the authorization application.
3. If during the first 3 (three) economic years, the adequacy of the operations to the strategic objectives is not verified, the Institution must present a justified explanation to the National Bank of Angola.
4. The explanation referred to in the preceding number must follow the instruction as established in Article 8th of this Notice.

CHAPTER III
Activity Abroad

Article 12th
(Branch, Agency, and Representation Office)

1. The establishment of a Branch, Agency, or Representation Office abroad of a Banking Financial Institution depends on prior authorization from the National Bank of Angola.
2. The establishment of an Agency abroad depends on the observance by the Banking Financial Institution of the following requirements:
   a) Comply with the operational and prudential limits established in current regulation; and b) Demonstrate compliance with the limits of realized social capital and regulatory own funds, taking into consideration the operations that the agency intends to exercise in a foreign country.

Article 13th
(Authorization of Branch, Agency, and Representation Office)

1. The authorization for the establishment of a Branch, Agency, or Representation Office abroad of a Banking Financial Institution under the supervision of the National Bank of Angola depends on the presentation of the information and documentation contained in Annex I, and, in the case of Branch and Agency, with the information contained in Sections I, II, V, and VI of Annex II of this Notice, with due adaptations.
2. For the purposes of verifying the fulfillment of the requirements established in the Law of the Bases of Financial Institutions, regarding the managers or directors of the agency and representation office, Annex II of the Notice on Special Registration must be completed and submitted.
3. The granting of authorization provided for in number 1 of this article depends on the presentation of information, data, and documents necessary to assess the active and passive operations of those investments abroad in order to ensure supervision on a consolidated basis.

Article 14th
(Commencement and Closure of Activities)
The commencement and closure of activities of the Agency or Representation Office located abroad must be communicated to the National Bank of Angola within a maximum period of 30 (thirty) days, counting from the date of the respective occurrence.

Article 15th
(Application for Installation)

1. The Institution has a maximum period of 12 (twelve) months, counting from the date of the authorization granted by the National Bank of Angola, for the establishment of the Agency or Representation Office.
2. Non-observance of the deadline provided for in this article must be justified to the National Bank of Angola, which may extend the granted authorization by another 6 (six) months, only once.

Article 16th
(Foreign Authorities)
Banking Financial Institutions under the supervision of the National Bank of Angola that have an Agency or Representation Office abroad must send to the National Bank of Angola the reports, inquiries, or requests for clarification formulated by foreign regulatory or supervisory entities, as well as their respective responses.

Article 17th
(Inspection)
The commencement of activity, within the period provided for in Article 10th of this Notice, is conditioned on the result of the inspection of the Banking Financial Institution's premises.

CHAPTER IV
Final Provisions

Article 18th
(Documents)

1. Any official documents required in this Notice must have been issued less than 3 (three) months ago.
2. In the case of foreign or non-resident individuals or legal entities, the demonstration of the veracity of the information provided must be proven through any document, means, or diligence considered valid, suitable, and sufficient, namely, through an equivalent document issued by the competent entity of the country of origin.
3. All documents intended to instruct the authorization application drafted in a foreign language must be translated into Portuguese and duly certified.

Article 19th
(Sanctions)
Violations of the provisions of this Notice are punishable, under the terms of Law No. 12/2015, of June 17, Law of the Bases of Financial Institutions.

Article 20th
(Repealing Norm)
All provisions that contradict this Notice are repealed, namely Notice No. 09/2013, of July 8.

Article 21st
(Entry into Force)
This Notice enters into force on the date of its publication.

PUBLISH.
Luanda, on March 16, 2020.

THE GOVERNOR
JOSÉ DE LIMA MASSANO

ANNEX I
Application for Authorization for the Establishment of a Banking Financial Institution

In order to verify compliance with the legal requirements established in Articles 19th and 22nd of Law No. 12/15, of June 17 – Law of the Bases of Financial Institutions, and, under the terms of Articles 5th and 15th of the Notice on the instruction of applications for authorization of Banking Financial Institutions, the applicant(s) wishing to establish a Banking Financial Institution must submit the following information and documentation:

• General information of the Financial Institution to be established (Section I);
• Authorization request for the establishment of a financial institution by the applicant(s) duly signed by all founding shareholders or by the legal representative of a financial institution in the case of opening an agency or representation office (Section II);
• Identification of the technical responsible person for conducting the establishment authorization process (Section III).

This Annex must be filled out in Word format and sent to the email of the Department of Supervision of Financial Institutions (dsb@lda.bna.ao), while conditions for submission via other electronic devices are not created.

Notwithstanding the provisions of the preceding paragraph, the application for establishment authorization will only be considered formally delivered after the receipt of this document, in duplicate, duly filled out in PORTUGUESE and signed by the applicant(s), at the following address:

National Bank of Angola
Av. 4 de Fevereiro n.º 151, Luanda - Angola | P.O. Box 1243 Luanda (+244) 222 339 125 http://www.bna.ao/

Unique Reference Number (URN):
(For use by BNA)

Date of submission of Annex:
(For use by BNA)

Section I – General Information

1. The applicant must only fill in the fields applicable to the type of Banking Financial Institution it intends to establish:

1.1 Financial Institution Intending to Exercise Activity in Angola
A Type of Financial Institution to be established
i. Financial Institution established in Angola
ii. Agency in Angola of a foreign Financial Institution
iii. Representation Office in Angola of a foreign financial institution

B If option a. ii or a. iii was checked, indicate the corporate name of the Financial Institution with headquarters abroad

C If option a. ii or a. iii was checked, indicate the main and effective headquarters of administration of the Financial Institution

D If option a. ii or a. iii was checked, indicate the name of the supervisory authority of the Financial Institution

E Address planned in Angola

1.2 Authorized Financial Institution Intending to Exercise Activity Abroad
A Type of Financial Institution to be established
i. Branch abroad
ii. Agency abroad
iii. Representation Office abroad

B Corporate name or designation of the applicant C Registration number of the applicant D Country where it intends to establish the Financial Institution E Name of the supervisory authority of the Country where it intends to establish the Institution

Section II – Identification of the Technical Responsible Person

Excellency, Governor of the National Bank of Angola

Under the terms of Article 1st, number 1, of Articles 18th, 19th, 39th, 42nd, 49th, and 54th of Law No. 12/15, of June 17, the undersigned, in the capacity of [fill in if proposed founding shareholder(s) or legal representative(s)] of the Banking Financial Institution [fill in with the corporate name], with headquarters at [fill in with the headquarters address], hereby request the National Bank of Angola to approve the project of [fill in if establishment or establishment] of [fill in if financial institution, branch, agency, or representation office] in [fill in country where it intends to establish]

The undersigned declare, under commitment of honor, that the information provided corresponds to the truth, having omitted no facts that may be relevant for the assessment of their project.

They further declare that they are aware that failure to comply with duties of information, communication, or clarification towards the National Bank of Angola may lead to the refusal of the establishment authorization request, as well as the provision of false declarations constitutes a legally punishable offense under Articles 151st and 152nd of Law No. 12/05, of June 17, without prejudice to applicable criminal sanctions.

Finally, the undersigned commit to communicating to the National Bank of Angola immediately upon verification, all facts capable of modifying any of the information provided above.

Finally, the undersigned, in the capacity of [fill in if proposed founding shareholder(s) or legal representative(s)] of the authorized Institution, authorize the National Bank of Angola to access information regarding themselves, contained in any public or private registration and information systems for the purposes of analyzing this request.

In these terms, they request and expect approval,

Place and date:
Signature(s) of the applicant(s):
(Signature according to identification document) (Signature according to identification document) (Signature according to identification document)

Section II – Identification of the Technical Responsible Person

(Signature according to identification document) (Signature according to identification document) (Signature according to identification document)

(Note: The request must be signed by the proposed shareholder(s) or their legal representative(s), and a certified copy of the power of attorney granted to the representative(s) must be attached for due effects).

2. Accompanying the Authorization Request for the Establishment of a Banking Financial Institution, the Following Documents are Marked Below:
   2.1 Draft statutes
   2.2 Feasibility study
   2.3 Proof of prior deposit
   2.4 Document proving no objection to the establishment of the institution from the parent company's supervisor
   2.5 If applicable, copy of the usufruct contract regarding corporate participations
   2.6 If applicable, proposal for shareholders' agreements
   2.7 If applicable, certificate of admissibility for the purpose of the designation or corporate name of the institution to be established
   2.8 If applicable, copy of the statutes of the Financial Institution with headquarters abroad duly certified

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