Instruction No. 2019-I-20 of April 23, 2019 amending Instruction No. 2018-I-07 of July 9, 2018 regarding the withdrawal of approval, authorization, or registration of credit institutions and related entities

PRUDENTIAL CONTROL AND RESOLUTION AUTHORITY

Instruction No. 2019-I-20 amending Instruction No. 2018-I-07 of July 9, 2018 on the withdrawal of approval, authorization, or registration of credit institutions, financing companies, third-party financing companies, investment firms, payment institutions, account information service providers or electronic money institutions

The Prudential Control and Resolution Authority, Having regard to the Monetary and Financial Code, in particular Articles L. 612-2 and L. 612-24; Having regard to Instruction No. 2018-I-07 of July 9, 2018 on the withdrawal of approval, authorization, or registration of credit institutions, financing companies, third-party financing companies, investment firms, payment institutions, account information service providers or electronic money institutions; Having regard to the opinion of the Prudential Affairs Advisory Commission of April 3, 2019, DECIDES

Article 1:
Article 3 of the aforementioned Instruction No. 2018-I-07 is replaced by the following provisions:

"The form and supplementary documents, duly completed and signed, are to be sent in electronic format to the Prudential Control and Resolution Authority by uploading them to the Authorizations portal at the address:
https://acpr.banque-france.fr/autoriser/portail-autorisations"

Article 2:
The annex of the aforementioned Instruction No. 2018-I-07 is replaced by the annex of this Instruction;

Article 3:
This Instruction enters into application on May 1, 2019.

Paris, April 23, 2019
The Designated President,
[Denis BEAU]

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Annex - Instruction No. 2019-I-20

[pic]

To be considered complete, the file must include:

One dated and signed copy of the present form which is available on the website of the Prudential Control and Resolution Authority (ACPR) accessible at the following address: https://acpr.banque-france.fr/autoriser/procedures-secteur-banque/tous-les-formulaires.html

[pic] and the following documents:

In situations of cessation of a regulated banking or financial activity or amicable liquidation:

• the attestation from the statutory auditors, dated and signed according to the attached model, certifying in particular that your institution does not hold or no longer holds funds received from the public or funds belonging to holders of electronic money or users of payment services. If your institution has appointed several statutory auditors, the attestation may be signed by one of the statutory auditors who must previously inform the other statutory auditors of the nature and purpose of the attestation and provide them with a copy of this attestation;

In the situation of cessation of a regulated banking or financial activity:

• the balance sheet, off-balance sheet items, and projected income statements over three years allowing verification that the institution will have sufficient resources to settle operations;

In the situation of amicable liquidation:

• the balance sheet, off-balance sheet items, and projected income statements allowing verification that the institution will have sufficient resources until the complete extinction of commitments related to banking-type operations or investment services;

In situations of absorption merger, spin-off, or partial asset contribution:

• a calculation of the prudential ratios of the absorbing or receiving institution in cases where the impact is significant;

In the situation of spin-off:

• the agreement on the transfer of assets and liabilities that cannot be retained by the institution after its withdrawal of approval;

In situations of absorption merger or partial asset contribution:

• the draft merger, spin-off, or partial asset contribution agreement.

After examination of the file, supplementary documents may be requested from you.

The form and supplementary documents, duly completed and signed, are to be sent in electronic format to the Prudential Control and Resolution Authority by uploading them to the Authorizations portal at the address:

https://acpr.banque-france.fr/autoriser/portail-autorisations

Designation of the credit institution, financing company, third-party financing company, investment firm, payment institution, account information service provider or electronic money institution requesting withdrawal of approval, authorization, or registration

Legal Name
Interbank Code (CIB)

Person responsible for preparing the file

Title	Name
First Name	Title/Function
Phone Number	Fax Number
E-mail

Other contributors to the preparation of the file

Name	First Name
Phone
Name	First Name
Phone

Person assuming responsibility for the file

Title	Name
First Name	Status of Signatory
Date

Signature
Withdrawal of approval, authorization, or registration

Reason for withdrawal:

|

Information on withdrawal of approval, authorization, or registration

Last certified fiscal year:

|

Acquiring Interbank Code (CIB), if applicable:

|

Legal date of planned absorption, if applicable:

|

Warning

In what cases to request withdrawal of approval, authorization, or registration from the ACPR?

if your institution no longer carries out the activities for which it is approved, registered, or authorized,
if your institution requests approval to change category of institution,
if your institution merges with another approved institution and its legal entity ceases to exist.

If the institution operates in France via freedom of establishment or freedom to provide services, the cessation of its activities in France does not fall under this withdrawal of approval or authorization procedure. Procedures to follow are presented on the ACPR website.

Prior to sending a request for withdrawal of approval, authorization, or registration, we invite you to contact the ACPR. It is indeed important to measure the impact of the envisaged operation and to ensure that the planned schedule and conditions are adequate.

The procedure applicable to withdrawals of approval for credit institutions, financing companies, and investment firms is governed by Articles L. 511-15 and L. 532-6 of the Monetary and Financial Code and by the decrees of December 4, 2017:

• relating to approval, changes in status, and withdrawal of approval for credit institutions,
• relating to approval, changes in status, withdrawal of approval, and deregistration of financing companies, as well as reporting obligations of certain financial institutions,
• relating to approval, changes in status, withdrawal of approval, and deregistration of investment firms and similar institutions.

The procedure applicable to withdrawals of authorization for third-party financing companies is provided for in Article R. 518-71 of the Monetary and Financial Code.

The procedure applicable to withdrawals of approval for payment institutions and registration of account information service providers and electronic money institutions is governed by Articles L. 522-11, L. 522-11-3, and L. 526-14 et seq. of the Monetary and Financial Code and by the decree of October 29, 2009 on the prudential regulation of payment institutions and the decree of May 2, 2013 on the prudential regulation of electronic money institutions.

A withdrawal of approval may take effect:

• either immediately, or on the date of lifting of suspensive conditions set by the ACPR, or the European Central Bank (ECB) for credit institutions,
• either at the end of a period whose duration is determined by the ACPR, or the ECB for credit institutions, if the institution holds funds and securities or commitments whose issuance is reserved for approved entities. During this period, the institution remains subject to the control of the ACPR, or the ECB if applicable.

We draw your attention to the consequences of withdrawal of approval, authorization, or registration:

The institution can no longer carry out regulated banking and financial activities as of the date of withdrawal of approval, authorization, or registration, or the start of the withdrawal period set by the ACPR or the ECB for credit institutions, except, where applicable, the management of credit operations already concluded.

However, the company that continues to exist legally may carry out commercial activities not subject to special status. To do so, it must adapt its corporate object.

You must provide an attestation from the statutory auditors certifying in particular that your institution does not hold or no longer holds funds received from the public or funds belonging to holders of electronic money or users of payment services. If your institution has appointed several statutory auditors, the attestation may be signed by one of the statutory auditors.

(See Procedures provided for in Articles 20 and 21 of the annex of the decree of March 20, 2008 approving the professional practice standard relating to attestations falling within the scope of duties directly linked to the mission of statutory auditors.)

It is incumbent upon him/her:

• to previously inform the other statutory auditors of the nature and purpose of the attestation;
• to provide them with a copy of his/her attestation.

In the case of withdrawal with a period, this attestation is produced at the end of the granted deadline.

Your institution remains liable for providing regulatory documents to the ACPR until the effective date of withdrawal of approval.

Furthermore, if your institution has notified the exercise of activities in a State party to the EEA Agreement, the withdrawal of approval or registration entails the simultaneous closure of branches and the cessation of freedom to provide services.

Finally, it is necessary to communicate to the secretariat of the ACPR the new legal name envisaged, because, as soon as it loses its status of approved, registered, or authorized institution, your institution must modify its legal name. This new legal name must not be likely to mislead the public. Also, it must mark a break with the approved, registered, or authorized entity and must not use terms reserved for a regulated activity.

It is essential to anticipate the practical consequences of withdrawal of approval in terms of managing the interbank code.

In the case of a simple withdrawal of approval with immediate effect:

the interbank code (CIB) will be deleted at the end of the month of withdrawal of approval,
all counters will be closed ex officio on this date,
your institution will no longer be able to carry out payment operations, on cheque or payment card supports, of
fund transfers and receipt of funds on customer accounts. The withdrawal schedule must be compatible
with the validity dates of different payment instruments (checkbooks, cards, transfers, etc.) made available to the
public.
In the case of withdrawal of approval with absorption merger:

The rules defining the deadline and conditions for updating the Files of Home Branches (FGD) are explained in communication No. 20180009 of the French Banking Organization and Standardization Committee (CFONB) of February 14, 2018, and recalled below:

If the absorbed institution takes the code of the absorbing institution:

• you will have a maximum of 18 months (from the date of withdrawal of approval) to proceed with the closure or transfer of counters of the code of the absorbed institution to the code of the absorbing institution,
• after each closure or transfer of counter, the counter details will be retained for 14 months in the FGD,
• the closure or transfer of the last counter triggers the closure of the code of the absorbed institution; the details of this counter and the code of the absorbed institution will then be retained for 14 months in the FGD, to allow the exchange of so-called ancillary operations and "R-transactions" resulting from operations initiated, or checks issued before the closure of the code of the absorbed institution (cf. supra),
• the prudential and accounting submissions of the absorbing institution made to the ACPR must include those of the absorbed institution under the CIB of the absorbing institution, as of the statement concerning the month in which the absorption merger was carried out.

If the absorbing institution takes the code of the absorbed institution:

• you will have a maximum of 18 months (from the date of withdrawal of approval) to proceed with the closure or transfer of counters of the code of the absorbing institution to the code of the absorbed institution,
• after each closure or transfer of counter, the counter details will be retained for 14 months in the FGD,
• the closure or transfer of the last counter triggers the closure of the code of the absorbing institution; the details of this counter and the code of the absorbing institution will then be retained for 14 months in the FGD, to allow the exchange of so-called ancillary operations and "R-transactions" resulting from operations initiated, or checks issued before the closure of the code of the absorbing institution (cf. supra),
• the prudential and accounting submissions of the absorbing institution made to the ACPR must include those of the absorbed institution under the CIB of the latter, as of the statement concerning the month in which the absorption merger was carried out.

It is mandatory, for institutions, to configure in the payment means exchange and settlement systems, the institutions due to disappear, at the end of 18 months for:

• to emit and receive exclusively ancillary operations (in "R-Only" status): SEPA messages, for example: rejections, returns, etc.

Consequently, from the application of the "R-Only" status, any initial transfer and direct debit operation destined for the institution due to disappear will be automatically rejected by the payment means exchange and settlement systems.

• that a check or commercial instrument issued before the end of 18 months can be presented within regulatory deadlines.

This configuration must be carried out according to the processes and schedules in force within the communities of each exchange system.

These rules also apply when the absorbing institution takes the code of the absorbed institution.

Content of the authorization request

If your request for withdrawal of approval, authorization, or registration leads you to solicit other authorizations from the ACPR or the ECB for credit institutions, please check the corresponding box and provide the requested details:

	yes	no
Approval of a new company
Approval of your institution in another category
Modification of the scope of approval of the absorbing entity (without change of
category)
Change of category of the absorbing entity

Reason and conditions of withdrawal of approval, authorization, or registration

What is the impact of the withdrawal on the staff employed by the institution?

|

Have the employee representative bodies been or will they have to be informed?

|

If yes, specify the date(s) of their consultation and the content of the opinion:

|

1. Request motivated by the cessation of regulated activities

	Yes	No
1.1. Is the withdrawal request motivated by the cessation of a regulated banking or financial activity?
Your company no longer carries out regulated activity but wishes to retain its legal structure to
carry out non-regulated activities. If it retains holdings in credit institutions
and/or investment firms, it may be inscribed on the list of financial
companies by the ACPR.
	Yes	No
1.2. Is the withdrawal request motivated by amicable liquidation?
Remark: the early dissolution of your institution can only be pronounced after obtaining the withdrawal
of its approval.

Details to provide if your request corresponds to one of the situations listed in point 1.1 or 1.2:

|Your institution ceased its regulated activities since: ||

or

|Your institution will no longer carry out regulated activities as of: ||

Specify the motivations leading your company to end the exercise of its regulated activities.

|

Does your institution hold funds received from the public, within the meaning of Article L. 312-2 of the Monetary and Financial Code?

|yes | |no |

If yes, specify the nature of the funds, the amount, and the number of customer accounts:

|

Does your institution hold funds of users of payment services and/or funds of holders of electronic money?

|yes | |no |

If yes, specify the nature of the funds, the amount, and the number of customer accounts:

|

Does your institution hold commitments given to customers for which there is a monopoly of granting reserved for credit institutions, financing companies, or third-party financing companies?

|yes | |no |

If yes, specify the nature of the commitments and their amount:

|

If your institution is a custodian-depository, does it hold securities for its customers?

|yes | |no |

If yes, specify the nature of the securities accounts and their amount:

|

If your institution holds accounts, securities, or off-balance sheet commitments described above, specify the actions envisaged for informing customers:

|

Does your institution have on its liabilities securities issued by itself that are not negotiable on a regulated market?

|yes | |no |

Has your institution issued payment instruments to its customers (checkbooks, cards, transfers, etc.)?

|yes | |no |

Specify the number of clients concerned, by type of instrument if applicable, and by giving an estimate of the amounts in circulation at the requested date of withdrawal of approval:

|

Specify the actions envisaged to inform customers about the end of validity of payment instruments:

|

Has your institution concluded an agreement on the transfer of its customer accounts to one or more other approved institutions?

|yes | |no |

If yes, please specify for each of them:

The legal name of the institution signing the transfer agreement:

|

|its CIB: ||

|the planned transfer date: ||

Indicate whether your institution has ongoing litigation (specify significant litigations), if these are provisioned, and if additional provisions are necessary in the context of withdrawal of approval:

|

If the legal entity survives after the withdrawal of approval, do you know right now what will be its new legal name?

|yes | |no |

If yes, indicate the new legal name:

|

Specify on what date the corporate bodies of the company will rule on the change of name:

|

2. Request motivated by the takeover of regulated activities by one or more other institutions

| Is the request motivated by: | |
| --- |
| | 2.1. an absorption merger |
| | 2.2. a merger by creation of a new company |
| | In this case, it is necessary to constitute a file for approval request of this new company. |
| | 2.3. a spin-off |
| | In this case, it is necessary to constitute a file for approval request of this new company. |
| | 2.4. a partial asset contribution |

Details to provide if your request corresponds to one of the situations listed in points 2.1 to 2.4:

Legal name of the company to whom the regulated activity is contributed:

|

Interbank Code (CIB) of the company taking over the regulated activity:

|

Does the takeover of activities of your institution imply for the absorbing company a modification of the scope of its activities?

|yes | |no |

If yes, indicate below the new activities exercised:

|

Remark: in the case where these activities are not provided for by the definition of approval of this company, it is up to it to submit a request for modification of the scope of its approval to the ACPR.

Does this company plan to modify its legal name?

|yes | |no |

If yes, indicate below the new name.

New legal name:

|

Specify on what date the corporate bodies of the company will rule on this change of name:

|

In this case, the absorbing entity must solicit authorization from the ACPR.

In case of merger, indicate the name and contact details of the manager(s) of payment systems and financial instrument settlement systems of the absorbed institution:

|

3. Request motivated by a project to modify the approval, authorization, or registration of the institution

| Is the request motivated by: | |
| --- |
| | 3.1. a transformation into a branch |
| | If the parent company of your institution is approved in a State party to the EEA Agreement, it must address |
| | to the supervisory authority of its country of origin a notification of opening of a branch in France. |
| | If the parent company of your institution is approved in a State that is not a party to the EEA Agreement, it is |
| | necessary to constitute and address to the ACPR a file for approval request of the branch in France. |
| | 3.2. a change of category |
| | If your institution wishes to change category of approval, it must obtain withdrawal of its approval from its |
| | initial category and its approval in the new category. |
| | In this case, it is necessary to constitute a file for approval request corresponding to the desired category. |

Person signing the file

This declaration must be signed by the person assuming responsibility for the withdrawal of approval, authorization, or registration request.
The request must be formulated by one of the senior managers of the institution, within the meaning of Articles L. 511-13, L. 522-6, L. 522-11-2-II, L. 526-8, and L. 532-2 and R. 518-72 of the Monetary and Financial Code.

In my capacity as the effective manager, I have the honor to send you attached the information requested by the Prudential Control and Resolution Authority regarding the application for the withdrawal of approval, authorization, or registration of [name of the establishment].

I certify that this information is sincere and faithful and that, to my knowledge, there are no other important facts of which the Prudential Control and Resolution Authority must be informed.

I undertake to carry out the necessary operations to adapt the corporate purpose and modify the trade name of [name of the establishment] as soon as it has lost its status as an approved, authorized, or registered establishment.

Name
Function
Date

Signature

Based on the territorial situation established on [date of the last report sent to the ACPR] or the general balance sheet established on [date of the balance sheet not corresponding to a date of submission of statements to the ACPR], we certify that [name of the establishment] does not hold:

• funds received from the public within the meaning of Article L. 312-2 of the Monetary and Financial Code;
• funds from holders of electronic money in accordance with Article L. 526-17 of the Monetary and Financial Code;
• funds of users of payment services in accordance with Article L. 522-11 of the Monetary and Financial Code;
• securities or other financial instruments belonging to the public;
• securities issued by itself that are not negotiable on a regulated market;
• commitments given to clients for which there is a grant monopoly reserved for credit institutions or financing companies.

Done at on

Signature of the statutory auditor

Application form for withdrawal of approval, authorization, or registration

Credit Institution, Financing Company, Third-Party Financing Company, Investment Firm, Payment Institution, Account Information Service Provider or Electronic Money Institution