Notice No. 05/2014 of September 15 on the Authorization for the Establishment of Payment Service Providers in Angola

Published in the Official Gazette, First Series, No. 182, of October 1 NOTICE No. 05/2014 of September 15 SUBJECT: Payment Systems of Angola Authorization for the Establishment of Payment Service Providers

Whereas it is necessary to adapt the rules regarding the authorization process for the establishment, operation, and revocation of payment service providers; Considering the need to harmonize the current regulations in the Angolan financial system with international standards; In the exercise of the competence attributed by paragraph f) of paragraph 1 of Article 21 and paragraph d) of paragraph 1 of Article 51, both of Law No. 16/10 of July 15, Law of the Banco Nacional de Angola, combined with the provisions of the Financial Institutions Law; I HEREBY DETERMINE:

Article 1 (Subject Matter) This Notice regulates the authorization process for the establishment, operation, and dissolution of payment service providers.

Article 2 (Activity) Payment service providers shall have as their main activity the intermediation of a payment instrument.

Article 3 (Processing of the Authorization Application for Establishment and Operation)

1. The application for authorization for the establishment and operation of payment service providers must be submitted via a petition addressed to the Governor of the Banco Nacional de Angola, according to Annex I to this Notice, accompanied by all documents and information useful for its assessment, including the following mandatory elements: a) Proposed company name, accompanied by the certificate of name availability issued by the competent authority; b) Draft articles of association of the company to be established; c) Personal identification (identity document) of the founding partners or shareholders; d) Capital to be subscribed by each founding partner or shareholder, represented in cash and percentage, according to Annex II to this Notice; e) Proof of funds origin for partners or shareholders, according to their subscribed share in the share capital; f) Criminal record certificate for all partners or shareholders; g) Certificate of non-existence of overdue debts to State authorities for all partners or shareholders; h) Personal identification and supporting documents proving the technical capacity of persons proposed for management and supervisory bodies; i) Declaration signed by members proposed for management and supervisory bodies attesting that neither they, nor companies or enterprises they control or have controlled, or for which they have served as administrators, directors, or managers, have been declared bankrupt or insolvent; j) Criminal record certificate for persons proposed for management and supervisory positions; k) Proof of prior deposit corresponding to 5% (five percent) of the minimum share capital in a banking financial institution or a bank guarantee of equal value accepted by the Banco Nacional de Angola; l) Shareholders' agreements, if any; m) Business plan and feasibility study for the first three years, including: i. Analysis of the target market; ii. Proposed organizational structure; iii. Description of services offered; iv. Technologies to be used in service provision, as well as the sizing of the service network; v. Forecast of preliminary expenses, those related to establishment and company setup; vi. Forecast balance sheets and income statements, including:
   1. Commission revenues;
   2. Expenses of projected operations, including cost of resource mobilization and fixed expenses;
   3. Other revenues, including consulting services provided to clients and services provided to third parties;
   4. Investments to be made within the scope of information systems and technologies; vii. Corporate governance standards to be observed, which must include:
      1. Identification of responsibilities assigned to various organizational levels of the institution;
      2. Internal control structure; viii. Service provision contract concluded or to be concluded with a financial institution domiciled in the country, if applicable; ix. Contract concluded or to be concluded with a payment service provider or payment subsystem operator domiciled abroad, if applicable.
2. Regarding partners or shareholders that are legal entities, the authorization application must also be accompanied by the following elements: a) Articles of association or partnership agreement; b) Organizational chart of the economic group they participate in, if applicable; c) Authorization document from the competent corporate body or legal representatives with sufficient powers to authorize participation in the payment service provider company to be established.
3. Applicants must designate among themselves, via power of attorney, one person to represent all before the authorities responsible for assessing the authorization application and indicate a domicile in Angola for notification or correspondence purposes.
4. The Banco Nacional de Angola may request complementary information from applicants, conduct investigations it deems necessary or useful for the decision on the application, and summon for an interview the partners or shareholders, as well as those responsible for administration, direction, management, and supervision of the payment service provider.
5. The Banco Nacional de Angola may waive the submission of the elements referred to in this article if it already possesses or has knowledge of them.

Article 4 (Share Capital)

1. Payment service providers authorized by the Banco Nacional de Angola must have their share capital fully paid up in national currency and maintain share capital and own funds at a minimum value of Kz 25,000,000.00 (twenty-five million Kwanzas).
2. Own funds must not be less than 2% of the monthly average of payment transactions executed over the last 12 months.
3. If own funds fall below the limit defined in paragraph 2 of this article, the Banco Nacional de Angola may, whenever circumstances justify it, grant the institution in question a limited period to regularize the situation.
4. The provisions of the Financial Institutions Law shall apply, with the necessary adaptations, to any increase in share capital.

Article 5 (Expiration of Authorization) The authorization to carry out the activity of payment service providers shall expire if: a) Applicants expressly renounce it; b) The company is not established within 6 (six) months from the date of authorization; c) It does not commence activity within 1 (one) year from the date of authorization.

Article 6 (Special Registration)

1. Payment service providers must request special registration at the Banco Nacional de Angola at least 1 (one) month before the date of commencement of their activity.
2. For the purposes of the registration provided for in the preceding paragraph, the following elements must be submitted: a) Public Deed of Incorporation; b) Commercial Registry; c) Tax Registration; d) Statistical Registry; e) Social Security Registry; f) Official Gazette publication of the articles of association.
3. In parallel with the provisions of the preceding paragraph, the requirements established in the Notice on special registration of financial institutions must be observed.

Article 7 (Commencement of Activity) Payment service providers must notify the Banco Nacional de Angola of the date of commencement of activity at least 1 (one) month in advance.

Article 8 (Inspection) The premises of payment service providers must be inspected by the Banco Nacional de Angola before the commencement of activity.

Article 9 (Sanctions) Non-compliance with the mandatory norms established in this Notice constitutes an offense provided for and punishable under the Financial Institutions Law.

Article 10 (Revocation of Authorization) The authorization of payment service providers may be revoked on the following grounds, in addition to others provided for in applicable legislation, when: a) Cessation of activity for a period exceeding 1 (one) year, without prior notice to the Banco Nacional de Angola; b) Discovery of serious infractions in management and internal accounting organization; c) Non-compliance with norms and instructions issued by the Banco Nacional de Angola; d) Failure to regularly fulfill obligations towards creditors. e) Request for voluntary cancellation of activities, via petition subject to approval by the Banco Nacional de Angola, accompanied by a plan that includes the following: i. The timeframe planned for the closure of activities; ii. A proposal for communication to users and the general public.

Article 11 (Doubts and Omissions) Doubts and omissions arising from the interpretation and application of this Notice shall be resolved by the Banco Nacional de Angola.

Article 12 (Repealing Provision) All provisions contrary to this Notice are hereby repealed, notably Notice No. 01/02 of November 1.

Article 13 (Entry into Force) This Notice enters into force 30 (thirty) days after the date of its publication. PUBLISH. Luanda, September 15, 2014. THE GOVERNOR JOSÉ DE LIMA MASSANO