Information on Conditions for Opening a Bank in the Republic of Guinea

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INFORMATION ON CONDITIONS FOR OPENING A BANK IN THE REPUBLIC OF GUINEA
I. PRIMARY CONDITIONS
To operate, credit institutions must obtain approval issued by the Approval Committee established under the Banking Law.
Credit institutions may only be approved and maintain their approval if their activity primarily concerns operations for clients or banking correspondents within the national territory. These activities are as follows:

1. the receipt of funds from the public, and/or;
2. the granting of credit, and/or;
3. the provision to customers and management of any means of payment.
   II. DETAILS OF ESSENTIAL CONDITIONS
   These are:
4. A reference shareholder that is a bank holding at least twenty (20%) percent of the capital
5. Required share capital of GNF 200 billion, fully paid in cash and Guinean francs on the date of incorporation
6. Submission of constitutive documents for the issuance of approval for credit institution activity, its executives, and statutory auditors
7. Ensuring that executives are Guinean and complying with all provisions of the Banking Law.
   It should be noted that the most important conditions, in order, are having share capital of at least GNF 200 billion and having a reference shareholder (belonging to or operating under the umbrella of a reference Group or Bank). The other constraints will derive from these two primary ones.
   III. SOME ESSENTIAL DOCUMENTS

• The Banking Law in force since August 2013, which generally addresses the conditions for the creation, organization, operation, and liquidation of a Bank in Guinea;

• The directive on the minimum required share capital for the exercise of banking activity;

• The directive regarding reference shareholding in a Bank;

• The directive defining the list of constitutive documents for the issuance of approval regarding credit institution activity, its executives, and statutory auditors.

Annex: CONTENT OF CONSTITUTIVE DOCUMENTS FOR THE ISSUANCE OF APPROVAL REGARDING CREDIT INSTITUTION ACTIVITY
The approval application file for credit institutions to be registered in the "Bank" or "Financial Institution" category is prepared in nine (09) copies and must include:

1. Copies of the company's articles of association and minutes of its inaugural general meeting
2. The notarized list of shareholders
3. Shareholders' capacity to provide necessary equity (startup, development, and support for activities)
4. Corporate governance structure
5. Information regarding directors and executives
6. Criminal record extracts and degrees/certificates for directors and executives
7. The Commercial Register (RCCM)
8. The regulatory and supervisory certificate from the banking supervision authority, equivalent to those existing in Guinea, if the applying company is controlled by a foreign holding;
9. Proof of the lawful origin of funds used to establish initial capital
10. The proposed internal control and risk management framework
11. The presentation of economic and financial objectives, as well as human and technical resources the institution plans to implement;
12. A quantified activity program, including balance sheets and projected income statements for the first three fiscal years;
13. A banking certificate of deposit for the minimum capital amount issued by an approved bank;
14. Justification that the acquisition of goods and services was made in the interest of the newly established credit institution, and that the minimum capital is truly represented on the asset side, after deducting non-performing values in cases where all or part of the capital was used to acquire goods and services;
15. For credit institutions in the "Bank" category, in addition to the above documents, the articles of association and financial statements for the three (03) most recent years of the credit institution (reference bank) as referenced in Article 54 of Law L/2013/060/CNT dated August 12, 2013 on Banking Regulation in the Republic of Guinea must be provided, along with its commitment to subscribe to at least 20% of the capital.

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