Instructions for Licensing Branches of Exchange Companies No. (8/2023)

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Bismillah al-Rahman al-Rahim

[Logo of the Central Bank of Jordan]

Number: 9/2/10244 Date: 19/11/1444 AH Corresponding to: 8/6/2023 AD

Instructions for Licensing Branches of Exchange Companies No. (8/2023) Issued Pursuant to the Decision of the Board of Directors of the Central Bank of Jordan No. (142/2023) Dated 22/5/2023, Based on the Provisions of Article (11) of the Exchange Business Law No. (44) for the Year 2015 and Article (17) of the Exchange Companies Licensing System No. (39) for the Year 2021 and Its Amendments

Article (1): These Instructions shall be known as "Instructions for Licensing Branches of Exchange Companies" and shall come into effect from their date.

Article (2): A. The following words and phrases shall have the meanings assigned to them below wherever they appear in these Instructions, unless the context indicates otherwise.

The Law: The Exchange Business Law No. (44) for the Year 2015 and any amendments thereto. The System: The Exchange Companies Licensing System No. (39) for the Year 2021 and any amendments thereto, and any system that amends it or replaces it. The Kingdom: The Hashemite Kingdom of Jordan. The Bank: The Central Bank of Jordan.

B. The words and phrases appearing in these Instructions shall have the meanings assigned to them in the Law, unless the context indicates otherwise.

Branching

Article (3): A. A company wishing to branch out within the Kingdom must submit a written application to the Bank according to the form attached in Appendix No. (1), duly signed and supported by the following:

1. Approval from the Board of Directors/Board of Managers/Partners.
2. An economic feasibility study and estimated budget for the Branch for the first three years.
3. Specification of the geographical area intended for presence and the estimated area of the Branch.

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CENTRAL BANK OF JORDAN البنك المركزي الأردني

4. Statement of the expected opening date.
5. Evidence supporting the payment of the application fees stipulated in Article (12/B) of the System.
6. An approved copy of the Company's organizational structure, indicating the number of employees in Compliance Monitoring, Internal Audit, and Risk Management.
7. Approval from the competent official authorities if the Branch location is within one of the border centers or in any locations requiring such.
8. Any additional requirements and documents requested by the Bank.

B. The following conditions and requirements must be met for the purpose of considering the branching application:

1. At least two years must have elapsed since the Company commenced its business activities.
2. The Company must have approved internal control and monitoring systems implemented in practice.
3. The Company must have accounting and financial systems that enable linking the Branch with the Company's headquarters, thereby reflecting in the Company's records and data.
4. The Company must specify the source of funds intended to be injected to increase the capital of the Branch sought to be licensed, and provide supporting evidence.
5. The Company must meet the minimum capital for the licensed category in which it falls, as stipulated in the System.

C. The following shall be taken into consideration when studying the branching application:

1. Any violations of the provisions of the Law, the System, and the Instructions issued pursuant to them, as well as any related legislation.
2. The soundness of the Company's financial situation and its profitability indicators, as determined by the Bank in proportion to the Company's licensed category.
3. Exchange companies' branches in the area where branching is sought.

D. Meeting the above conditions is a basis for considering the application for the Branch and does not necessarily imply the Bank's approval for branching.

Article (4): A. The initial approval shall be valid for six months from the date of notification to the Company. The Company may, before the expiration of this period, submit a written request to extend it, including justifications for such. If the Bank approves the request, the extension shall be granted once only and for a period not exceeding one year from the date of issuance of the initial approval.

B. The initial approval does not authorize the Company to conduct exchange business in any form in the Branch before obtaining the final license.

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CENTRAL BANK OF JORDAN البنك المركزي الأردني

C. The initial approval for branching shall be considered void if the Company fails to complete the specified conditions and requirements within the periods mentioned in Clause (A) of this Article. If the Company still requires the Branch, it must submit a new application.

Article (5): For the purpose of obtaining the final license for the Branch, the Company must, during the validity period of the initial approval, carry out the procedures indicated below and provide the Bank with appropriate supporting documentation:

A. Increase the Company's capital according to its category by the amount stated in Article (4/B) of the System and adjust the financial guarantee amount accordingly. B. Make the necessary amendments to the Company's Articles of Association, Bylaws, and Company Registration Certificate with the Ministry of Industry and Trade/Companies Control Department, specifying the location of the new Branch and reflecting the capital increase. C. Provide a suitable place to conduct exchange business, ensuring that the lease or ownership contract is drafted in the Company's name and duly authenticated. D. Submit a written commitment to abide by the provisions of the Law, the Anti-Money Laundering and Combating the Financing of Terrorism Law in force, and any other related laws, as well as the systems and instructions issued pursuant to them, according to the approved form for this purpose. E. Any additional requirements and documents requested by the Bank.

Article (6): A. The Company is committed to commencing work in the approved Branches within a maximum period of six months from the date of obtaining the final license. The Company may, before the expiration of this period, submit a written request to extend it, including justifications for such. If the Bank approves the request, the extension shall be granted once only and for a period not exceeding one year from the date of issuance of the final license. B. The final license for the Branch shall be considered void if the Branch does not commence its operations within the periods mentioned in Clause (A) of this Article. If the Company still requires this Branch, it must submit a new application.

Article (7): Work in the Branch may not be commenced except after paying the license fee and the annual fee due for the Branch in accordance with the provisions of the System and the Instructions issued pursuant to it.

Relocation

Article (8): A. A company wishing to relocate its headquarters or any of its branches from one place to another must submit a written application to the Bank according to the form attached in Appendix No. (2) to obtain prior approval, duly signed and supported by the following:

1. Approval from the Board of Directors/Board of Managers/Partners.

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CENTRAL BANK OF JORDAN البنك المركزي الأردني

2. Justifications for the relocation and the Company's detailed plan regarding it, including the expected time period for the relocation process.
3. An economic feasibility study and estimated budget for the new location for the first three years, if the relocation request is to another area.

B. The Company must initiate relocation procedures after obtaining approval for such and provide the Bank with the date of commencing work at the new location and related information.

C. The Company must comply with the following:

1. Notify the customers of the relevant Branch/Headquarters about the relocation and its new location by posting an announcement in a prominent place at the Headquarters and the old location.
2. Remove all signs indicating the conduct of exchange business at the old location.
3. Not conduct exchange business at both the old and new locations simultaneously.

Cessation of Business

Article (9): A. A company wishing to temporarily cease its business activities in any of its branches must submit a written application to the Bank according to the form attached in Appendix No. (3) to obtain prior approval, duly signed and supported by the following:

1. Approval from the Board of Directors/Board of Managers/Partners.
2. Justifications and the required period of cessation.
3. The Company's plan regarding the cessation, including how to handle transfers and rights of counterparties and provide services.
4. A statement of the Company's financial position on the date of submitting the application, certified by the Company's external auditor.
5. Evidence supporting the Company's completion of license renewal requirements and payment of the annual fee.

B. If the Company obtains approval to cease business activities in one of its branches, it must comply with the following:

1. Complete the necessary procedures for cessation within a maximum period of one month from the date of approval and notify the Bank of the completion of all required procedures.
2. Notify its customers at least two weeks prior to the cessation process by posting an announcement in a prominent place at the Headquarters and the relevant Branch until the end of the closure period, and take necessary steps to notify its local and foreign correspondents regarding the same.
3. Not conduct exchange business during the cessation period and commit to commencing work immediately upon the expiration of that period.

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CENTRAL BANK OF JORDAN البنك المركزي الأردني

Article (10): A company wishing to permanently cease conducting exchange business in any of its branches must submit a written application to the Bank to obtain prior approval for the cancellation of the Branch's license. The application must be duly signed by the Chairman of the Board of Directors/Board of Managers/Partners and include justifications for the cancellation of the Branch's license.

General Provisions

Article (11): The Company must notify the Bank upon making any changes to the Branch's area, whether increasing or decreasing it.

Article (12): The Company is not permitted to conduct its business outside the boundaries of the licensed location.

Article (13): The Instructions for Internal Branching of Licensed Exchange Companies in the Hashemite Kingdom of Jordan, issued pursuant to the Decision of the Board of Directors of the Central Bank No. (2009/27) and amended by Decision No. (2020/27), and any other Instructions conflicting with them, are hereby repealed.

[Signature] Governor Dr. Adel Al-Sharkas

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CENTRAL BANK OF JORDAN البنك المركزي الأردني

Appendix No. (1) New Branch Licensing Application Form

Application Date: / /

1	- Name of Exchange Company: __________________________________________________ <br> - Headquarters Address: __________________________________________ <br> - Date of Commencement of Business: / / <br> - Company Category: A [ ] B [ ] C [ ] D [ ] <br> - Company Capital: _____________________________________________________ <br> - Number of Licensed Branches for the Company: ( )
2	- Proposed Branch Location Address: <br> Governorate / City _________________ Area / District _________________ Street _________________ <br> Complex / Building _________________ <br> - Expected Opening Date: / / <br> - Estimated Branch Area: ( ) sq.m. <br> - Source of Financing for the New Branch Capital (attach supporting document): ________________________________
3	Supporting Attachments: <br> 1- Approval of the Company's Board of Directors / Board of Managers / Partners. <br> 2- Economic feasibility study and estimated budget for the Branch for the first three years. <br> 3- Evidence supporting the payment of application fees stipulated in Article (12/B) of the Exchange Companies Licensing System No. (39) for the Year 2021 and its amendments. <br> 4- Approved copy of the Company's organizational structure, indicating the number of employees in Compliance Monitoring, Internal Audit, and Risk Management. <br> 5- Approval from the competent official authorities if the Branch location is within one of the border centers or in any locations requiring such.

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Commitment and Declaration

Date: / /

We, the undersigned (Board of Directors of the Company / Board of Managers / Partners) on behalf of the company ________________________________ applying for the opening of a new branch, certify the accuracy of the data and information submitted to the Central Bank for this purpose. We also commit to the following: 1- Abiding by the Exchange Business Law No. (44) for the Year 2015, the Exchange Companies Licensing System in force, and the Instructions issued pursuant to them, regulating exchange business in the Kingdom, and any instructions or conditions issued by the Central Bank for this purpose. 2- Abiding by the Anti-Money Laundering and Combating the Financing of Terrorism Law in force. 3- Not conducting any work, activity, or profession other than exchange business stipulated in the Exchange Companies Licensing System in force and specified in the final license granted to the Company at the Branch location located at: Governorate / City _________________ Area / District _________________ Street _________________ Complex / Building _________________ which has been inspected by the Central Bank. 4- Not conducting exchange business outside the boundaries of the location mentioned above.

Name (Board of Directors of the Company / Board of Managers / Partners)	Signature
1.
2.
3.
4.
5.

Incoming Stamps worth 10 Dinars

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CENTRAL BANK OF JORDAN البنك المركزي الأردني

Appendix No. (2) Exchange Company Relocation Application Form (Headquarters or Branch)

Application Date: / /

1	- Name of Exchange Company: __________________________________________________ <br> - Headquarters Address: __________________________________________ <br> - Company Category: A [ ] B [ ] C [ ] D [ ]
2	- Location to be Relocated: <br> Company Headquarters [ ] Branch [ ]
3	- Address of the Location to be Relocated: <br> Governorate / City _________________ Area / District _________________ Street _________________ <br> Complex / Building _________________
4	- Address of the Proposed Relocation Location: <br> Governorate / City _________________ Area / District _________________ Street _________________ <br> Complex / Building _________________ <br> - Expected Date of Commencement of Business: / / <br> - Estimated Area of the New Headquarters: ( ) sq.m.
5	Justifications for Relocation: <br> 1 ________________________________________________________________ <br> 2 ________________________________________________________________ <br> 3 ________________________________________________________________ <br> 4 ________________________________________________________________ <br> 5 ________________________________________________________________
6	Supporting Attachments: <br> 1- Approval of the Company's Board of Directors / Board of Managers / Partners. <br> 2- The Company's detailed plan regarding the relocation, including the expected time period for the relocation process. <br> 3- Economic feasibility study and estimated budget for the new location for the first three years, if the relocation request is to another area.

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CENTRAL BANK OF JORDAN البنك المركزي الأردني

Commitment and Declaration

Date: / /

We, the undersigned (Board of Directors of the Company / Board of Managers / Partners) on behalf of the company ________________________________ applying for relocation, certify the accuracy of the data and information submitted to the Central Bank for this purpose. We also commit to the following: 1- Abiding by the Exchange Business Law No. (44) for the Year 2015, the Exchange Companies Licensing System in force, and the Instructions issued pursuant to them, regulating exchange business in the Kingdom, and any instructions or conditions issued by the Central Bank for this purpose. 2- Abiding by the Anti-Money Laundering and Combating the Financing of Terrorism Law in force. 3- Not conducting any work, activity, or profession other than exchange business stipulated in the Exchange Companies Licensing System in force and specified in the final license granted to the Company at the location to be relocated to, located at: Governorate / City _________________ Area / District _________________ Street _________________ Complex / Building _________________ which has been inspected by the Central Bank. 4- Not conducting exchange business outside the boundaries of the location mentioned above.

Name (Board of Directors of the Company / Board of Managers / Partners)	Signature
1.
2.
3.
4.
5.

Incoming Stamps worth 10 Dinars

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CENTRAL BANK OF JORDAN البنك المركزي الأردني

Appendix No. (3) Temporary Cessation of Exchange Business Activities Application Form

Application Date: / /

1	- Name of Exchange Company: __________________________________________________ <br> - Headquarters Address: __________________________________________ <br> - Company Category: A [ ] B [ ] C [ ] D [ ]
2	- Address of the Location to Cease Business Activities: <br> Governorate / City _________________ Area / District _________________ Street _________________ <br> Complex / Building _________________
3	- Required Time Period for Cessation of Business Activities: <br> - From Date: / / To Date: / /
4	Justifications for Cessation: <br> 1 ________________________________________________________________ <br> 2 ________________________________________________________________ <br> 3 ________________________________________________________________ <br> 4 ________________________________________________________________ <br> 5 ________________________________________________________________
5	Supporting Attachments: <br> 1- Approval of the Company's Board of Directors / Board of Managers / Partners. <br> 2- The Company's plan regarding the cessation, including how to handle transfers and rights of counterparties and provide services. <br> 3- Statement of the Company's financial position on the date of submitting the application, certified by the Company's external auditor. <br> 4- Evidence supporting the Company's completion of license renewal requirements and payment of the annual fee.

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Commitment and Declaration

Date: / /

We, the undersigned (Board of Directors of the Company / Board of Managers / Partners) on behalf of the company ________________________________ applying for temporary cessation of exchange business activities, certify the accuracy of the data and information submitted to the Central Bank for this purpose. We also commit to the following: 1- Abiding by the Exchange Business Law No. (44) for the Year 2015, the Exchange Companies Licensing System in force, and the Instructions issued pursuant to them, regulating exchange business in the Kingdom, and any instructions or conditions issued by the Central Bank for this purpose. 2- Abiding by the Anti-Money Laundering and Combating the Financing of Terrorism Law in force. 3- Not conducting exchange business during the cessation period and committing to commencing work immediately upon the expiration of that period.

Name (Board of Directors of the Company / Board of Managers / Partners)	Signature
1.
2.
3.
4.
5.

Incoming Stamps worth 10 Dinars

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