Instruction No. 61 to Credit Information Bureaux Regarding Conditions for Approval and Prior Authorizations

BANQUE CENTRALE DU CONGO

THE GOVERNOR

INSTRUCTION No. 61 TO CREDIT INFORMATION BUREAUX REGARDING CONDITIONS FOR APPROVAL AND PRIOR AUTHORIZATIONS

The Central Bank of Congo,

Having regard to the Organic Law No. 18/027 of December 13, 2018, on the organization and functioning of the Central Bank, particularly Article 31;

Having regard to Law No. 23/059 of December 10, 2023, on the activity and control of Credit Information Bureaux, particularly Titles II and IV, Article 48;

Enacts the following provisions:

TITLE I: GENERAL PROVISIONS

Chapter 1: Object

Article 1:

This Instruction aims to define the conditions required and the procedure applicable for obtaining, from the Central Bank of Congo, the approval of Credit Information Bureaux and their directors.

It also defines the operations and decisions of Credit Information Bureaux (CIBs) that must be subject to prior authorization by the Central Bank of Congo.

Chapter 2: Definitions

Article 2:

For the purposes of this Instruction, the words, acronyms, and expressions below, used interchangeably in the singular or plural, are understood as follows:

• CIB: Credit Information Bureau;

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• code of conduct: a document signed between a CIB and a supplier and/or user of information, which formalizes the principles and standards relating to the conduct of the activities of the CIB, the supplier and/or the user within the framework of the application of Law No. 23/059 of December 10, 2023, on the activity and control of credit information bureaus;

• personal data: any information relating to an identified or identifiable natural person, directly or indirectly;

• information provider: credit institutions, financial companies, fixed and mobile telephone operators, public establishments, water, gas and electricity distribution companies, as well as all other private institutions or public structures (court, manager of public registers, etc.) that provide information on credit or the payment history of a natural or legal person to Credit Information Bureaux;

• deliberative body: the body responsible, on behalf of the shareholders, for defining the strategic direction of the CIB and the effective supervision of the management of activities. It is equivalent to the board of directors;

• executive body: the body responsible, on behalf of the deliberative body, for the day-to-day management of the activities of the Credit Information Bureau as well as the effective steering of the implementation of the strategic objectives and risk policy set by the deliberative body. It corresponds to the General Management, the Management Committee or the Executive Committee;

• scoring: a statistical methodology developed by a credit information bureau from the information collected, which allows the assessment of the solvency, risk profile and future repayment capacity of a credit applicant to help users in the assessment of the credit risk of clients;

• value-added service: any service developed by a Credit Information Bureau related to or derived from any computer processing or statistical analysis such as credit scoring, processing of applications, portfolio monitoring, fraud detection, collections or consolidation of information provided by users, suppliers or other duly authorized sources;

• information user: credit institutions, financial companies and other similar bodies, fixed and mobile telephone operators, public establishments, water, gas and electricity distribution companies, debt collection companies as well as any other private or public institution or entity and any other entity approved by the Central Bank of Congo having the right to access the information database of a Credit Information Bureau, in order to obtain solvency reports and any other value-added service provided by a Credit Information Bureau.

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TITLE II: APPROVAL AND PRIOR AUTHORIZATIONS

Chapter 1: Generalities

Article 3:

Any application for approval or prior authorization shall be addressed in French to the Governor of the Central Bank of Congo.

This application is supported by a file meeting the requirements of this Instruction, accompanied by the notarized minutes of the deliberations of the competent body in relation to the request made.

The documents transmitted in support of the file referred to in paragraph 2 of this article must be authenticated by a notary, except for those issued by the competent public authorities.

Article 4:

The Central Bank of Congo notifies the applicant of the receipt of his application for approval or prior authorization.

It informs him, after preliminary examination, either of the completeness of his file or of the need to complete it with additional elements.

Article 5:

The Central Bank of Congo renders its decision within a period of 90 days from the receipt of the letter informing the applicant of the completeness of the file.

The Central Bank of Congo may be led, during the examination of the file, to ask the applicant to transmit additional elements. In this case, the transmission period for these elements is added to the initial 90-day period.

When a decision involves obtaining the opinion of a foreign regulatory authority, the period for the Central Bank of Congo to pronounce its decision is extended by the time taken by said authority to respond.

Article 6:

The Central Bank of Congo may, if it deems it useful, summon the representative(s) of the applicant for an interview as soon as an application for approval or prior authorization is introduced.

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The Central Bank of Congo may, depending on the risk profile of the applicant, attach additional conditions to its decision of approval or prior authorization, concerning in particular the share capital, governance structures or operational organization.

Article 7:

The approval as a Credit Information Bureau is evidenced by an act issued by the Central Bank of Congo reproducing the number associated with it. The approval decision is published on the website of the Central Bank of Congo as well as in the Official Journal, at the expense of the applicant.

Chapter 2: Minimum Capital

Article 8:

Credit Information Bureaux must at all times have a paid-up share capital equal to the equivalent in CDF of a minimum amount of USD 500,000. This amount constitutes a floor and the Central Bank of Congo reserves the right to require a Credit Information Bureau to provide additional capital, based on the activity forecasts submitted to it at the time of approval or subsequently during the examination of its situation.

Article 9:

The share capital must be fully paid up, in cash at least to the extent of the minimum amount set in Article 8 of this Instruction, at the time of the application for approval. The amount of capital beyond the minimum may be paid up in kind.

Article 10:

The equity of Credit Information Bureaux, calculated in accordance with the accounting reference framework in force applicable to commercial companies, must in no case become lower than the minimum capital.

TITLE III: APPROVALS

Article 11:

Any legal entity under Congolese law wishing to carry on the activity of a Credit Information Bureau must obtain the approval of the Central Bank of Congo.

The following are also subject to the approval of the Central Bank of Congo:

• participation in the share capital of a CIB;
• the appointment of members of the deliberative body;
• the appointment of members of the executive body;
• the appointment of heads of key functions.

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Chapter 1: Approval of a Credit Information Bureau

Article 12:

The approval as a Credit Information Bureau is subject to compliance with the legal and regulatory requirements applicable to it.

The application for approval is supported by a file consisting of the following elements:

• the letter of application for approval written in French and addressed to the Governor of the Central Bank of Congo;
• the original copy of the notarized statutes of the applicant;
• the codes of good governance or ethics to which the directors, managers and staff of the company will be subject;
• the list of holders of the share capital with indication of the level of participation, the types of contribution (in cash or in kind), their nationality as well as their physical addresses;
• the list of members of the deliberative body and the executive body;
• the duly notarized minutes of the Constitutive General Meeting of the new company and the notarized mandate of the representatives of the legal persons, shareholders, partners or members of the applicant company, empowering them to represent them at this constitutive meeting;
• the duly notarized minutes of the Extraordinary General Meeting of the legal person shareholders, authorizing them to participate in the share capital of the CIB;
• the national identification number and an extract from the Commercial and Movable Credit Register of the applicant;
• the certificate of deposit, with a local bank, of the paid-up share capital to an amount at least equal to the minimum capital set by the Central Bank of Congo;
• the elements allowing to assess the integrity of the shareholders, partners or members, in particular the sworn declaration of non-involvement of the aforementioned in money laundering and terrorist financing and proliferation operations;
• the elements allowing to assess the integrity of the members of the deliberative and executive bodies as well as the heads of key functions, in particular the criminal record extract and the sworn declaration of non-involvement of the aforementioned in money laundering and terrorist financing and proliferation operations;
• the curricula vitae of the members of the deliberative body, the managers and the heads of key functions or any other element attesting to their professional skills and experience;

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• the notarized statutes as well as the certified financial statements of the last three financial years of the legal person shareholders, partners or members;
• the document from the banking supervision authority of the country of origin or residence or any other equivalent authority responsible for the regulation and control of CIBs, for foreign natural and legal persons, attesting to compliance with the conditions of exercise in said country;
• the location of the registered office and other commercial establishments;
• the identity of the statutory auditor and the minutes of the General Meeting that designated the statutory auditor among those authorized by the Central Bank of Congo in accordance with Instruction No. 19 on the exercise of the functions of statutory auditors in credit institutions and financial companies;
• the authorization issued by the Ministry responsible for digital matters for the establishment of a database;
• the commitment to host personal data in the Democratic Republic of Congo;
• the synthetic presentation of the information system (global architecture, software to be used, backup means to be put in place, procedures and tools for data integration and computer security, methods of collection, processing and storage of information, etc.);
• technical assistance, financing or partnership agreements, if applicable;
• the business continuity and information security plan;
• the procedures relating to the management (collection, processing, archiving, deletion, dissemination, etc.) of credit information collected from data providers, to the security of the technical device for collecting credit data and computer backup and to the processing of customer complaints;
• the policy for monitoring the quality of transmitted data;
• the draft code of conduct;
• the business plan for a minimum period of three (3) years including the following elements:
  • the envisaged business model;
  • the strategic plan including the indication of envisaged partnerships and hypotheses for commercial, geographical and sectoral development as well as realistic forecast financial statements, established in accordance with the accounting standards in force and based on market studies carried out;
  • the governance structure;

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• the internal control and risk management structure;
• the anti-money laundering and terrorist financing and proliferation framework;
• the operational organization, in particular the organizational chart, the adequacy of staff, skills, technical and financial resources and information systems.

Article 13:

The statutes of the applicant must ensure appropriate governance, in accordance with legal and regulatory requirements.

Article 14:

The applicant must demonstrate proven expertise and internationally recognized experience in the field of activity of CIBs.

Failing to meet the conditions provided for in the previous paragraph, the applicant is required to conclude a technical partnership contract for a minimum duration of five (5) years with an organization or partner specializing in the field of CIBs and possessing proven international experience.

A certified true copy of said contract must be attached to the application file.

Chapter 2: Approval of Shareholders

Article 15:

The applicant communicates to the Central Bank of Congo, for approval, the following information relating to shareholders:

(i) for natural person shareholders:

• the certified true copy of the identity document;
• the dated and signed curriculum vitae;
• the criminal record extract or any other equivalent document dated less than three (3) months;
• the sworn declaration regarding the lawful nature of the funds used for the subscription to the capital, with regard to the legislation on the fight against money laundering and terrorist financing in force.

(ii) for legal persons:

• the notarized statutes as well as the document proving the legal existence of the legal person;

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• the amount of capital, the list of all shareholders as well as the beneficial owners, duly identified, with the indication of the level of their participation, their nationality as well as their address;
• proof of financial capacity justifying the taking of participation in the share capital of the CIB;
• the sworn declaration signed by the representative of the legal person, regarding the lawful nature of the funds used for the subscription to the capital, with regard to the legislation on the fight against money laundering and terrorist financing and proliferation in force.

Article 16:

Credit Information Bureaux are constituted in the form of a joint-stock company with fixed capital and a Board of Directors.

They cannot take the form of a single-member company.

Article 17:

Any participation by a fund, a consortium, or a holding company in the capital of a CIB requires the resolutive condition that it accepts, in advance, that the following related entities be subject to both document-based and on-site control by the Central Bank of Congo, under its prerogatives as Regulatory and Supervisory Authority for Credit Information Bureaux in the Democratic Republic of Congo:

• the legal persons that directly or indirectly control the institution, established in the Democratic Republic of Congo or abroad;
• the subsidiaries of these legal persons, established in the Democratic Republic of Congo or abroad;
• any other company or legal person belonging to the same group established in the Democratic Republic of Congo or abroad.

Article 18:

The Central Bank of Congo may refuse approval when:

• even in the absence of a conviction, it considers that one or more shareholder(s) of the applicant institution present(s) significant risks, particularly in the field of combating money laundering and terrorist financing and proliferation;

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• the exercise of its supervisory mission over the applicant institution is likely to be hindered either by the existence of direct or indirect capital or control links between the applicant institution and other natural or legal persons, or by the existence of legislative or regulatory provisions of a State to which one or more of these persons belong;
• the information communicated does not allow the identification of the beneficial owner(s) up to the highest level of the control chain or when the shareholding structure does not provide all guarantees of transparency;
• persons established in high-risk and non-cooperative jurisdictions within the meaning of the Financial Action Task Force take participations in a financial institution in the Democratic Republic of Congo.

Chapter 3: Approval of members of the deliberative body and the executive body as well as the heads of key functions

Article 19:

Members of the deliberative body and the executive body as well as the heads of key functions must provide all guarantees of integrity, professionalism and competence necessary for the exercise of the missions entrusted to them.

Article 20:

The applicant institution is required to submit to the Governor of the Central Bank of Congo, an application file for the approval of any member of the deliberative body and the executive body as well as any head of key functions, including in particular the following elements:

• the certified true copies of the identity documents;
• the curriculum vitae;
• the certified copies of the degrees obtained and other documents attesting to the professional experience of the candidate;
• the criminal record extract dated less than three months ago and for persons who have resided abroad during the three years preceding the application for approval, an equivalent document, duly legalized, issued by the host country;
• the residence certificate;
• the nationality certificate;
• the certificate of good conduct;
• the copy of the notarized minutes of the meeting of the competent body that ruled on his appointment;

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• the document from the banking supervision authority of the country of origin or residence or any other equivalent authority responsible for the regulation and control of CIBs, for foreign natural persons, attesting to compliance with the approval conditions in said country;
• the sworn declaration signed by the person concerned summarizing all administrative or judicial procedures pending or closed, pending or closed litigation to which he was a party, the list of decisions taken by any regulatory authority against him, including, if applicable, refusals of admission to a professional organization and the state of disciplinary decisions pending or closed taken against him;
• the remuneration and other benefits related to the position;
• any element allowing to attest to his capacity to exercise the functions for which approval is sought.

The Central Bank of Congo may refuse the approval of a member of the deliberative body, a member of the executive body, a head of key functions when:

• it considers that the candidate presents significant risks, particularly in the field of combating money laundering and terrorist financing and proliferation, and this, even in the absence of a conviction;
• the applicant does not have a document from the banking supervision authority of the country of origin or residence or any other equivalent authority responsible for the regulation and control of CIBs attesting to compliance with the approval conditions in said country for foreign natural persons. In this case, the applicant must recruit a Congolese national candidate and submit his approval file to the Central Bank of Congo.

Article 21:

The cessation of functions of the persons referred to in Article 19 of this Instruction must be communicated without delay to the Central Bank of Congo. The Credit Information Bureau transmits the minutes of the meeting of the competent body approving the cessation of functions of the responsible person as well as the reasons for this cessation of function. It informs the Central Bank of Congo of any subsequent or prior litigation.

Article 22:

When a member of the deliberative body is a legal person, the requirements of Articles 19 to 21 of this Instruction apply to the natural person who represents it.

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Article 23:

The appointments to the following key functions are subject to the prior approval of the Central Bank of Congo. These include in particular:

• the head of internal audit;
• the compliance officer;
• the risk management officer;
• the information security officer;
• the business continuity plan officer.

TITLE IV: PRIOR AUTHORIZATIONS

Article 24:

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The following are subject to prior authorization by the Central Bank of the Congo, in particular:

• modification of the bylaws;
• transfer of the registered office;
• merger by absorption or creation of a new company, spin-off, or partial asset contribution;
• any shareholding acquisition, share exchange, or any other operation that would have the effect of concentrating, directly or indirectly, for the benefit of the same natural or legal person, at least 25% of voting rights;
• acquisition or sale of shares, voting rights, or more generally, operations having a direct or indirect impact on the shareholding structure or their governance;
• partial or total sale of their assets, clientele, or activity;
• voluntary dissolution;
• any relocation or hosting of the database abroad;
• cessation of all its activities;
• offering of value-added services;
• any other strategic decision or any operation having a direct or indirect impact on the organization and functioning, in particular the modification of the code of conduct of a Credit Information Bureau (BIC).

The BIC must justify its authorization request by attaching all necessary documents to enable the Central Bank of the Congo to rule on its application.

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Article 25:

When two approved Credit Information Bureaus, or a Credit Information Bureau and an unapproved legal entity, contemplate a merger or spin-off operation, each approved entity must submit a complete file, validated by the deliberative body, indicating the conditions under which this operation will take place.

The file must include a detailed analysis regarding the legal consequences, including a compliance analysis, particularly with regard to current regulations, the impact on governance, and modifications to the business model.

The Central Bank of the Congo, after analyzing the file which must obligatorily include the report of the complete assessment of the assets, liabilities, and off-balance-sheet commitments of the two entities by an authorized auditor, grants, where applicable, prior authorization to proceed with the operation.

Article 26:

Operations having a common overall logic must be assessed in a globalized manner.

Article 27:

For any shareholding acquisition, acquisition or sale of shares, or partial or total sale of assets, clientele, or activity, the prior authorization request file must include in particular the following information:

• the notarized minutes of the deliberative body;
• the description of the economic logic of the operation;
• the description of the legal conditions of the operation;
• the analysis of the compliance of the operation, particularly with regard to applicable regulations;
• the report on the valuation of the assets, liabilities, or business goodwill elements concerned, prepared by an auditor, listing the elements acquired or sold, and justifying their recognition at fair value;
• the assessment of the impact of the operation on the financial structure, projected results, operational configuration, as well as consequent risk management measures.

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Article 28:

Credit Information Bureaus may offer value-added services such as marketing services, credit rating or scoring, credit application processing, portfolio monitoring, fraud detection, or debt collection.

To this end, the applicant must submit a complete file comprising the following elements:

• a document describing the value-added activity and its implication on the functioning of the BIC;
• the pricing of the new activity;
• a feasibility study clearly showing the costs of its implementation and the expected financial impact in the short, medium, and long term;
• the partnership contract for activities involving a third party;
• risk mitigation measures resulting from the exercise of said activity.

Article 29:

When a BIC contemplates voluntary dissolution, it must request prior authorization from the Central Bank of the Congo by submitting a complete file, validated by the General Assembly, indicating the conditions under which this operation will take place. This file must include a specific report from the auditor and a detailed analysis of the different phases of the dissolution process and the implications for its clients and any interested third parties.

The applicant also submits to the approval of the Central Bank of the Congo the liquidator designated by the General Assembly.

The Central Bank of the Congo, after analyzing the file, grants prior authorization to proceed with the operation.

During the liquidation period, the BIC remains subject to the control of the Central Bank of the Congo. It may only state its status as a BIC by specifying that it is in the dissolution phase.

Article 30:

For all other authorization requests, the applicant must submit a file, accompanied by the minutes of the deliberation of the competent body related to the request made, showing the proposed modifications and the detailed statement of the reasons for the decision.

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TITLE V: MISCELLANEOUS PROVISIONS

Article 31:

Credit Information Bureaus are required to appoint an auditor under the conditions provided for in Instruction No. 19 of the Central Bank of the Congo regarding the exercise of the functions of auditors in credit institutions and financial companies.

TITLE VI: FINAL PROVISIONS

Article 32:

Non-compliance by Credit Information Bureaus with the provisions of this Instruction exposes offenders to the sanctions provided for by the legal and regulatory provisions in this matter.

Article 33:

This Instruction enters into force on the date of its signature and repeals all previous provisions contrary to it.

Done in Kinshasa on 2.9 OCT 2025

André WAMESO NKUAI.OLOKI
Governor