Rule · CNBV · 3 Dec 2014
These provisions establish the requirements for companies seeking registration with the National Banking and Securities Commission to operate as currency exchange centers or money transmitters, and define the operational framework for the public registry. Applicants must submit specific documentation, including legal representation details, corporate statutes, technical opinions, physical establishment lists, and credit reports for administrators and major shareholders. The regulations mandate the disclosure of beneficial owners and require declarations of moral solvency and clean criminal records for key personnel and significant stakeholders.
Published in the Official Gazette of the Federation on December 3, 2014. Modified by Resolution published in the same Gazette on July 21, 2017.
The National Banking and Securities Commission, based on the provisions of Article 81-B, Section VII, third and fourth paragraphs of the General Law of Credit Auxiliary Organizations and Activities, as well as Articles 4, Sections XXXVI, XXXVII, and XXXVIII, and Article 16, Section I of the Law of the National Banking and Securities Commission, and
CONSIDERING
That on January 10, 2014, the "Decree Reforming, Adding, and Repealing Various Provisions in Financial Matters and Issuing the Law to Regulate Financial Groups" was published in the Official Gazette of the Federation, which modified, among others, the General Law of Credit Auxiliary Organizations and Activities, to clarify various norms regarding the registry of currency exchange centers and money transmitters that the National Banking and Securities Commission must maintain. This registry shall be public, and its dissemination will be carried out through its website on the worldwide network known as the Internet. It will contain annotations for each currency exchange center or money transmitter regarding, among other acts, initial registration, suspension of operations, closure procedures, and suspension or cancellation of contracts with credit institutions, brokerage houses, or exchange houses with which they operate, as well as the renewal or cancellation of the registry to operate as a currency exchange center or money transmitter, where applicable.
That in order to adequately and transparently address the legal mandate conferred upon the National Banking and Securities Commission by the General Law of Credit Auxiliary Organizations and Activities regarding the aforementioned registry, and to have a reliable database accessible to the general public that provides legal certainty regarding legally organized and registered societies operating as currency exchange centers or money transmitters, it is necessary to establish the form and terms in which such registration will be maintained, as well as to clarify the acts subject to annotation and the requirements that societies must meet to obtain the corresponding registration or its renewal.
It has resolved to issue the following:
Chapter One
General Provisions
Chapter Two
On the Registry of Currency Exchange Centers and Money Transmitters, its Registrations and Annotations
General Provisions
Article 1. These provisions aim to establish the requirements that societies intending to register with the National Banking and Securities Commission to operate as Currency Exchange Centers or Money Transmitters must comply with. Additionally, the bases for the organization and functioning of the Registry are established, as well as the acts that are subject to Registration or Annotation therein.
Article 2. For the purposes of these provisions, the following terms shall be understood, in singular or plural:
I. Annotation, the registry act by which the Commission records in the Registry:
a) Any modification to registration data; b) Suspension of operations; c) Closure procedures; d) Suspension or cancellation of contracts with credit institutions, brokerage houses, or exchange houses; e) Cancellation of Registration; f) Renewal of Registration; g) Merger; h) Spin-off; or i) Dissolution and liquidation.
II. Trade Association, the grouping of Currency Exchange Centers or Money Transmitters, which may carry out, among other functions, the development and implementation of codes of conduct and operation that their members must comply with, in order to contribute to the healthy development of the aforementioned societies.
III. Database, the physical and digitized information contained in the files of applications for Registration to operate as a Currency Exchange Center or Money Transmitter, whether granted, dismissed, or denied, as well as that relating to Annotations recorded in the Registry itself.
IV. Currency Exchange Center, the anonymous society organized in accordance with the provisions of the General Law of Commercial Societies, which obtains its Registration in the Registry and which habitually and professionally carries out exclusively the activities referred to in Article 81-A of the Law.
V. Commission, the National Banking and Securities Commission.
VI. Control, the capacity of a person or group of persons, through the ownership of securities, by the celebration of a contract, or by any other form, to: (a) impose, directly or indirectly, decisions in the general shareholders' or partners' meeting or in the equivalent governing body of a legal entity; (b) appoint or remove the majority of board members, managers, or equivalents of a legal entity; (c) maintain the ownership of rights that allow, directly or indirectly, to exercise voting rights regarding more than fifty percent of the share capital of a legal entity; or (d) direct, directly or indirectly, the administration, strategy, or main policies of a legal entity.
Additionally, it shall be understood that a natural person exercises Control who directly or indirectly acquires 25% or more of the share composition or share capital of a legal entity.
VII. CURP, the Unique Population Registry Key.
VIII. Technical Opinion, the opinion referred to in Article 86 Bis of the Law, obtained in accordance with the "General Provisions for Obtaining the Technical Opinion of Currency Exchange Centers, Money Transmitters, and Unregulated Multiple-Object Financial Societies," published in the Official Gazette of the Federation on April 4, 2014, and its modifications.
IX. Registration Folio, the consecutive identification number of Registration corresponding to each Currency Exchange Center or Money Transmitter.
X. Registration, the registry act that authorizes an Interested Party to act as a Currency Exchange Center or Money Transmitter in terms of the Law.
XI. Interested Party, the societies that promote the obtaining of their Registration with the Commission as a Currency Exchange Center or Money Transmitter.
XII. Law, the General Law of Credit Auxiliary Organizations and Activities.
XIII. Beneficial Owner, that person or group of natural persons who exercise Control over a legal entity, as well as, where applicable, persons who may instruct or determine, for their own economic benefit, the acts susceptible to be carried out through trusts, mandates, or commissions.
XIV. Registry, the public registry of Currency Exchange Centers and Money Transmitters.
XV. Credit Information Reports, the special credit reports issued by credit information societies referred to in Article 36 Bis of the Law to Regulate Credit Information Societies, namely:
a) That issued by a credit information society that includes information contained in the databases of other credit information societies; or b) The individual credit reports issued by all credit information societies.
XVI. RFC, the Federal Taxpayer Registry.
XVII. Money Transmitter, the anonymous society or limited liability company organized in accordance with the provisions of the General Law of Commercial Societies, which obtains its Registration in the Registry and which habitually carries out the activities referred to in Article 81-A Bis of the Law.
On the Registry of Currency Exchange Centers and Money Transmitters, its Registrations and Annotations
Article 3. Applications for Registration as a Currency Exchange Center or Money Transmitter in the Registry must be submitted by the Interested Parties to the Commission, accompanied by the information and documentation indicated in these provisions.
The Commission will review that the information and documentation presented meets the requirements indicated in these provisions and, in case of non-compliance, within forty-five days following the submission of the application, will notify the Interested Party to rectify the error or omission within a term of fifteen business days, warning them that if they fail to do so, the application will be dismissed.
Article 4. Applications for Registration must contain the following information and documentation:
I. Regarding their legal representative or attorney-in-fact:
a) Full name without abbreviations. b) CURP, where applicable, and RFC, attaching copies of the respective registrations. c) Telephone number, composed of area code, number, and, where applicable, extension, as well as their email address. d) Certified copy of the public instrument in which their legal representation is recorded. e) Copy of their official identification, valid on the date of submission. For the purposes of this section, the following documents issued by Mexican authorities shall be considered valid personal identification documents: voter ID card, passport, professional license, and military service card. Likewise, regarding natural persons of foreign nationality, the passport or documentation issued by the National Institute of Migration accrediting their migratory status shall be considered valid personal identification documents.
II. Name or corporate name of the Interested Party.
III. Certified copy of the public instrument in which the constitution of the Interested Party is recorded, and, where applicable, the modifications to their corporate bylaws that they have made, and the data of their registration in the Public Commerce Registry of said instruments. At the time of the application, the registration data in the Public Commerce Registry will not be necessary in the case of newly constituted legal entities or regarding modifications to their corporate purpose to comply with the following section, without prejudice to the provisions of Article 81-B, second paragraph of the Law.
IV. Corporate bylaws providing for the following:
a) In the case of Currency Exchange Centers, that their corporate purpose is exclusively the habitual and professional performance of the operations referred to in Article 81-A of the Law. b) In the case of Money Transmitters, that their corporate purpose includes the performance of the operations referred to in Article 81-A Bis of the Law.
In any case, it must be provided that in the performance of its purpose, it will adhere to what is provided in the Law and in other applicable provisions.
V. Where applicable, the trade name under which the society will operate.
VI. RFC of the Interested Party, attaching a copy of the registration in said registry.
VII. Indication of the address of the Interested Party's main office, including street, avenue, or route, and exterior number, and, where applicable, interior number, neighborhood or urbanization, delegation, municipality, or similar political demarcation, postal code, city or town, and federal entity, attaching the respective proof. For the purposes of this section, the following shall be considered valid proofs of address: copy of a receipt for payment for home services such as, among others, electricity supply, telephone, natural gas, property tax, or water supply rights or bank statements, all with an age not greater than three months from their date of issuance, or the lease contract valid on the date of presentation by the Interested Party and registered with the competent tax authority, residence certificate issued by municipal authority, proof of registration with the RFC, as well as others that, where applicable, are approved by the Commission.
VIII. Technical Opinion issued by the Commission, valid on the date of submission of the Registration application.
IX. List of physical establishments intended exclusively for the performance of the corporate purpose of the Interested Party, with indication of their address according to the following table:
| Branch Name (where applicable) | Street | Ave. or Route | Ext. No. | Int. No. | Neighborhood or Urbanization | Delegation, Municipality or Political Demarcation | City or Town | Federal Entity or Province | Postal Code | Country | Tel. |
|---|
Additionally, Interested Parties seeking Registration as Money Transmitters must include information regarding the physical establishments for the payment of transfers with which they have contracts for such effects.
The information referred to in this section must be sent in an electronic file in "Excel" format that allows extracting the information for compilation.
X. List signed by the secretary of the board of directors or competent person thereof of persons who directly or indirectly have a participation in the share capital of the Interested Party, as well as the Beneficial Owners of the Interested Party, with indication of the percentage of participation in the share capital, where applicable, according to the following table:
| Legal Entities | Natural Persons | Trusts | Natural Persons and Legal Entities, Trusts or Vehicles | ||||
|---|---|---|---|---|---|---|---|
| Name or Corporate Name | Name | Paternal Surname | Maternal Surname | CURP | Contract Number | RFC | Percentage of Participation |
The information referred to in this section must be sent in an electronic file in "Excel" format that allows extracting it for compilation.
In the event that, according to the relationship presented in terms of this section, the participation of legal entities, trusts, or vehicles directly or indirectly in the share capital of the Interested Party is derived, a certified copy of the public instrument in which the constitution of said legal entities, trusts, or vehicles is recorded must also be attached.
Additionally, copies of official identification of the persons referred to in this section, valid on the date of submission, containing the photograph and signature, as well as copies of the RFC and, where applicable, CURP, telephone number, including area code and extension, and email address must be attached. For the purposes of this paragraph, the valid official identification documents referred to in Article 4, Section I, subsection e), second paragraph of these provisions shall be considered.
XI. Organizational structure of the Interested Party, according to the following table:
| Board of Directors or Managers or Sole Administrator, as applicable (list all members) | Auditors or Supervisory Board, where applicable | General Manager and executives of the two immediate lower hierarchies | Others (specify) |
|---|
Copies of official identification of the board members, managers, or sole administrators, issued by competent authority, valid on the date of submission, containing the photograph and signature, must be attached. For the purposes of this paragraph, the valid official identification documents indicated in the second paragraph of subsection e) of Section I of Article 4 of these provisions shall be considered.
XII. Credit Information Reports of the administrators and of the persons intending to hold or holding, directly or indirectly, shares representing five percent or more of the share capital of the Interested Party; of the Beneficial Owners of the Interested Party and of the Interested Party, containing antecedents of at least five years prior to the date of the Registration application, or when this is not possible due to recent constitution, the years from which it was constituted. In the event that the aforementioned natural persons have resided or reside outside the national territory, documents equivalent to the Credit Information Report issued in their country of residence for the aforementioned period must be presented. The foregoing, in order to prove satisfactory credit history.
XIII. The document signed by each of the administrators, as well as by the shareholders who hold, directly or indirectly, five percent or more of the share capital of the Interested Party and by the Beneficial Owners of the Interested Party, containing the sworn declaration of truthfulness in which they state that:
a) They have not been convicted by a final judgment for an intentional crime that imposes a penalty of more than one year of imprisonment. In the case of intentional property crimes, regardless of the penalty. b) They are not disqualified or suspended administratively or criminally, to engage in commerce or to hold a job, position, or commission in public service or in the Mexican financial system. c) They have moral solvency, in that:
XIV. Curriculum vitae of the administrators, auditor, general manager, and executives of the two immediate lower hierarchies to the general manager of the Interested Party, as well as of the persons intending to hold or holding, directly or indirectly, shares representing five percent or more of the share capital of the Interested Party, and of the Beneficial Owners of the Interested Party, containing at least the following information:
a) Hierarchical level occupied and positions held in public, private, or social entities in the last ten years, indicating tenure in each position. b) Description of professional or business activities performed in the last ten years. c) Hierarchical level occupied and honorary positions held in the last ten years, indicating tenure in each position.
XV. Registry data report issued by the Attorney General's Office of the Republic or the Prosecutor's Office that replaces it regarding the administrators of the Interested Party; of the persons intending to hold or holding, directly or indirectly, shares representing five percent or more of the share capital of the Interested Party, and of the Beneficial Owners of the Interested Party, as well as the certificate of no criminal records issued by the State Attorney General's Office or Prosecutor's Office of the place of residence of said persons and of the State where they have their principal place of business. In the case of persons residing in Mexico City, the certificate of no criminal records shall be that issued by the Ministry of the Interior through the National Security Commission, and for persons who do not reside in national territory or have not resided in national territory for a period greater than three months, in lieu of the aforementioned report and certificate, they must present the document equivalent to those indicated, issued in their country of residence. In the event that persons interested in processing the documents referred to in this section require a formal petition issued by the Commission, they must request it in writing from the Commission itself.
XVI. Document signed by persons who directly or indirectly have or intend to have a participation of five percent or more in the share capital of the Interested Party, of the Beneficial Owners of the Interested Party, as well as of the spouse, concubine, or concubinary, containing, under oath of truthfulness, their financial situation of the last three years, which must comprise:
a) Assets and rights.
(2) i) Specify the name of the financial entity or legal person.
(2) ii) Specify the percentage of shareholding.
(2) 5. Sponsorships, courtesies, and donations received.
(2) 6. Total assets and rights (gross equity).
(2) b) Debts and obligations.
(2) 1. Mortgages, financial obligations, and credits.
(2) 2. Others, including economic and financial interests.
(2) 3. Total debts and obligations.
(2) 4. Equity (subtraction of item a), item 6 minus item b), item 3).
(2) 5. Guarantees and sureties granted.
(2) 6. Insurance policies.
(2) 7. Annual net income.
(2) c) Specify the origin of the resources, whether they are own or not, and that they are lawful.
(2) XVII. Copy of the annual tax returns of the last three fiscal years of the Beneficial Owners and of the persons who hold or intend to hold, directly or indirectly, a participation of five percent or more in the share capital.
(2) XVIII. Copy of the document issued by the Commission stating the current certification of the compliance officer to be appointed by the Applicant, obtained in terms of the "General Provisions for the certification of independent external auditors, compliance officers and other professionals in matters of prevention of operations with proceeds of illicit origin and financing of terrorism" published in the Official Journal of the Federation on October 2, 2014 and its respective modifications.
XIX. In applicable cases, a simple copy of the document accrediting him/her as a member of any professional association.
XX. Indication of the services that will be provided among those referred to in articles 81-A and 81-A Bis of the Law, as applicable.
XXI. In applicable cases, the address of the page of the worldwide electronic network known as the Internet containing the information through which the user public may know the services that will be provided, the location of its establishments, and other information related to the Applicant.
(1) Article 5.- The Commission may deny applications for Registration or renewal when:
(1) I. It is conducting any investigation against the Applicant or, as applicable, its partners, shareholders, administrators, or Beneficial Owners, for the performance of activities provided for in the laws relating to the Mexican financial system, without having the authorization, concession, or registration that the laws establish, or if such investigation has already been carried out and it has been determined that the Applicant or the aforementioned persons performed activities provided for in the laws relating to the Mexican financial system, without having the corresponding authorization, concession, or registration established in the laws.
(1) II. A procedure to cancel the Registration as a Currency Exchange Center has been initiated and the shareholders of this are in turn shareholders of the Applicant.
(1) III. It does not comply with the requirements provided for in the Law and in these provisions.
(1) In no case will rejected or denied applications be published in the Registry, but they will form part of the Database and the relative information will be protected in terms of what is provided in the General Law of Transparency and Access to Public Information and the Federal Law of Transparency and Access to Public Information.
Article 6.- The Commission shall have a period of ninety days to resolve on the Registration. In the event that the Applicant is not notified of the respective resolution within the aforementioned ninety-day period, it shall be understood that the Registration application was resolved in the negative. At the request of the Applicant, a certificate of such circumstance shall be issued within the two business days following the presentation of the respective application to the Commission.
(1) Article 7.- Currency Exchange Centers and Money Transmitters that require making an Annotation to modify the data of their Registration must present to the Commission a copy of the documentation that accredits the change in the Registration data, or a certified copy in the case of public instruments, within thirty days following the change.
(1) Regarding the acts recorded in letters g) to i) of fraction I of article 2 of these provisions, once the corresponding Currency Exchange Center or Money Transmitter has been registered in the Public Commerce Registry, it must send to the Commission a certified copy of the document stating its registration within fifteen business days following said registration.
(1) Regarding Annotations related to the renewal of their Registration, Currency Exchange Centers or Money Transmitters must present their application to the Commission no later than ninety days prior to the expiration of the Registration, accompanied by the following:
(1) I. Renewed favorable Technical Opinion at the time of its presentation.
(1) II. The updated relationships and other documentation related to the physical establishments destined for the performance of their corporate purpose, indicating their address, as stated in article 4, fraction IX of these provisions.
(1) III. List of the persons, trusts, or vehicles that directly or indirectly have a participation in the share capital of the Currency Exchange Center or Money Transmitter, as well as of the Beneficial Owners, as stated in article 4, fraction X of these provisions.
(1) IV. Its organizational structure as stated in article 4, fraction XI of these provisions.
(1) V. The information contained in article 4, fractions XII to XVII of these provisions, regarding each of the shareholders who hold, directly or indirectly, five percent or more in the share capital of the Currency Exchange Center or Money Transmitter, and of the Beneficial Owners of the Applicant, as well as the information referred to in article 4, fractions XII and XV of these provisions regarding their administrators, auditors, managers, or sole administrator, general director, or executives of the two immediate lower hierarchies to that of the latter, as applicable. (1) VI. The document referred to in article 4, fraction XVIII of these provisions regarding the person acting as its compliance officer. (2) Article 7 Bis.- Currency Exchange Centers and Money Transmitters must notify the Commission of the change of administrators, auditors, managers, or sole administrator, general director, or executives of the two immediate lower hierarchies to that of the latter within a period of ten business days from the new appointment, accompanying the information and documentation indicated in fractions XI to XV of article 4 of these provisions, as applicable. These modifications shall not be considered as Annotations. (2) Likewise, the Currency Exchange Center or Money Transmitter must notify the Commission within three business days following the day on which it has registered in the registry indicated in article 128 of the General Law of Commercial Societies, the transfer of any of its shares that represent more than two percent of its paid-up capital and, additionally, in the case of the transfer of shares representing more than five percent, in addition to the notice referred to in this paragraph, they must present to the Commission the information and documentation indicated in fractions X and XII to XVII of article 4 of these provisions. These modifications shall not be considered as Annotations.
Article 8.- The Registry shall be maintained by the assignment of Registration Folios per Currency Exchange Center or Money Transmitter, as applicable, in which the entries related to Registrations and Annotations will be recorded.
The Commission shall carry out Registrations and Annotations successively within the Registration Folio, in order to generate a complete chronological history of each Currency Exchange Center or Money Transmitter, considering the precedence of the documents presented and taking into account the date of the corresponding application.
(1) Article 9.- The Registry shall contain the following:
I. The Registration Folio, which shall include at least the year and month of the Registration or Annotation.
II. The information listed below (General Data):
a) Name or corporate name of the Currency Exchange Center or Money Transmitter. b) In applicable cases, trade name with which the society operates. c) RFC (Taxpayers Registry Code). d) Constitution data. e) Services provided. f) In applicable cases, if it is a member of any professional association. g) Internet page.
(2) h) Main address and, in applicable cases, of its branches, composed of street, avenue, or route in question and exterior number and, in applicable cases, interior number, neighborhood or urbanization, delegation, municipality, or similar political demarcation that corresponds, postal code, city or population, and federal entity.
(2) III. The Annotations.
TRANSITORY PROVISIONS
FIRST.- These Provisions shall enter into force the day following their publication in the Official Journal of the Federation.
SECOND.- Applications for registration in the Registry of Currency Exchange Centers or Money Transmitters or their renewal, which have been presented to the National Banking and Securities Commission prior to the entry into force of these Provisions, shall not be subject to this instrument and shall continue to be processed until their conclusion, in accordance with what is provided in the General Law of Organizations and Auxiliary Credit Activities.
TRANSITORY PROVISIONS
(Resolution modifying the General Provisions relating to the registry of currency exchange centers and money transmitters, published in the Official Journal of the Federation on July 21, 2017) FIRST.- This Resolution shall enter into force the day following its publication in the Official Journal of the Federation.
SECOND.- The National Banking and Securities Commission shall issue the normative instruments to comply with Article Fifth of the "Agreement that establishes the guidelines that must be observed by the dependencies and decentralized organisms of the Federal Public Administration, regarding the issuance of general administrative acts to which article 69-H of the Federal Law of Administrative Procedure is applicable" within a period of six months counted from the publication of this Resolution in the Official Journal of the Federation.
CONSIDERING
(Resolution published on July 21, 2017)
That in order to have solid currency exchange centers and money transmitters and administered under the best quality standards, precisely because the scope of supervision of the National Banking and Securities Commission is constrained to compliance with provisions on prevention of operations with proceeds of illicit origin and financing of terrorism, it is necessary to strengthen controls that allow the Commission itself to verify that its shareholders and administrators, persons exercising control, as well as beneficial owners, meet the necessary requirements to conduct the society in strict compliance with the provisions applicable to them, thereby avoiding that through them the operations described are carried out, which will result in a financial system that contributes to the prevention, detection, and reporting of acts, omissions, or operations that could be located in the circumstances of articles 139 Quater or 400 Bis of the Federal Penal Code; That in line with the above, it is convenient that from the moment of the application to register as a currency exchange center or money transmitter, the current certification in matters of prevention of operations with proceeds of illicit origin and financing of terrorism that compliance officers appointed in such societies must have in terms of the Law of the National Banking and Securities Commission and its general provisions be presented; this requirement is also deemed necessary to be observed when it comes to renewals of the aforementioned registrations; That it is indispensable to add grounds for denial of applications for registration or renewal in the registry as a currency exchange center or money transmitter, when in the corresponding procedure persons are involved regarding whom the commission of violations to financial laws has been determined, and That in order to comply with the "Agreement that establishes the guidelines that must be observed by the dependencies and decentralized organisms of the Federal Public Administration, regarding the issuance of general administrative acts to which article 69-H of the Federal Law of Administrative Procedure is applicable", the National Banking and Securities Commission intends to issue various modifying resolutions to normative instruments to extend the period for the sale and reclassification of titles held to maturity, to the benefit of financial entities; it has resolved to issue the following:
REFERENCES
1) Reformed by Resolution published in the Official Journal of the Federation on July 21, 2017.
2) Added by Resolution published in the Official Journal of the Federation on July 21, 2017.
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“That on January 10, 2014, the 'Decree Reforming, Adding, and Repealing Various Provisions in Financial Matters and Issuing the Law to Regulate Financial Groups' was published in the Official Gazette of the Federation”
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