Participation of investors in the capital or in the negotiation of share packages, equity interests or corporate quotas of financial and exchange institutions. Amendment of the applicable rules.

We address you to inform you that this Institution adopted the following resolution:

“1. Replace point 4.2.3. of Section 4, of Chapter I of Circular CREFI-2 (Communication “A” 2241), with the following:

“4.2.3. Additional information related to the integration of capital in cases of creation, merger and transformation of financial institutions.

4.2.3.1. The information arising from the elements of judgment referred to in points 4.2.3.2. and 4.2.3.3. shall be evaluated. The analysis to be carried out shall aim to verify that the declared financial situation evidences sufficient solvency and liquidity to comply with the contributions committed for the integration of capital, as well as to meet the other obligations that correspond to them as shareholders in the future and that, essentially, such capacity comes from usual sources such as income from personal work or commercial activity, the company's business, rents or realization of assets entered into the patrimony in advance. In this framework, it may be considered that adequate own solvency is not possessed when it is feasible to presume that the resources have been provided by third parties or generated by other types of operations with the purpose of simulating such solvency, according to the evaluation carried out.

For this purpose, the promoters and shareholders of new financial institutions and the shareholders in cases of merger or transformation into others of a different class that have established a higher minimum basic capital requirement, must submit to the Superintendency of Financial and Exchange Institutions the elements of judgment mentioned below, together with the respective authorization request.

4.2.3.2. Natural persons.

4.2.3.2.1. Complete statement of assets, in the Personal Background Form, corresponding to the month immediately preceding the submission to the Superintendency of Financial and Exchange Institutions, and list of the financial institutions with which they operate, indicating in what capacity: current account holder, borrowers, etc.

The statement of assets must be made in an analytical form, accompanying the documentation that accredits the origin and ownership of the declared assets. At a minimum, the following concepts must be set forth:

ASSETS:

I. CASH (when it does not exceed 5% of the individual amount to be integrated, it will not be necessary to justify the origin).

II. DEPOSITS IN MONEY.

In the country.
Abroad.

III. CREDITS.

In the country.
Abroad.

IV. MARKETABLE SECURITIES.

In the country:
- Public and private securities.
- Shares, mutual fund units, corporate participations.
Abroad:
- Securities, shares and corporate participations.

V. EQUITY OF SOLE PROPRIETORSHIP COMPANIES OR OPERATIONS.

VI. REAL ESTATE.

In the country.
Abroad.

VII. OTHER ASSETS.

In the country:
- Real rights.
- Motor vehicles.
- Vessels.
- Aircraft.
- Registrable movable assets.
- Personal property and household movables.
- Other assets.
Abroad:
- Real rights.
- Motor vehicles, vessels and aircraft.
- Movable and livestock assets.
- Other assets.

LIABILITIES:

DEBTS.

In the country:
- With natural persons.
- With financial institutions.
- Other debts.
Abroad:
- With natural persons.
- With financial institutions.
- Other debts.

ANNUAL INCOME:

I. INCOME FROM LAND (1st category Income Tax).

II. INCOME FROM CAPITAL (2nd category Income Tax).

III. INCOME FROM COMMERCIAL OPERATIONS (3rd category Income Tax).

IV. INCOME FROM WORK (4th category Income Tax).

V. INCOME FROM SHAREHOLDINGS IN COMPANIES (Income Tax).

VI. OTHER INCOME: EXEMPT AND NON-TAXABLE INCOME (Income Tax).

If the analytical statement of assets does not show the existence of sufficient liquid funds to carry out the capital contributions, a declaration closely related to the assets or income must be submitted, detailing how the funds will be appropriated.

The statement of assets must have a certification issued by an independent public accountant, with signature legalized by the respective Professional Council of Economic Sciences, regarding the content and other declared aspects.

4.2.3.2.2. Certified photocopy of the sworn declarations of the last three years submitted to the Federal Administration of Public Revenue for Income Tax, Personal Assets Tax and those that replace or complement them, in the case of subjects obligated to the taxes, with the corresponding presentation receipts, or a sworn declaration that it is not a subject covered.

4.2.3.3. Legal persons.

Certification issued by an independent public accountant, with signature legalized by the respective Professional Council of Economic Sciences, stating that the company has the necessary available funds to meet the arising obligations and the origin of such available funds when they do not come from income from the sale of assets. In the event of having irrevocable contributions on account of future capital integrations, they must report on the procedures carried out or to be carried out for their capitalization and, in addition, they shall present Personal Background Forms corresponding to the persons who have made the contributions.

If at the time of submitting the application the company does not have sufficient liquid amounts to complete the capital contributions, they must indicate the assets that it will realize to obtain them. At the time of each integration, a certification issued by an independent public accountant with legalized signature must be accompanied.”

2. Replace points 1.1., 1.1.1., 1.1.2. and 1.1.3. of Section 1., of Chapter V of Circular CREFI-2 (Communication “A” 2241), with the following:

“1.1. The directors, the members of the supervisory councils and the statutory auditors of financial entities constituted as corporations, must inform the Superintendency of Financial and Exchange Entities of any negotiation of shares or irrevocable contributions for future capital increases made by shareholders of the entity that do not respond proportionally to their shareholdings capable of producing changes in the qualification of the entities or altering the structure of the respective shareholder groups, within 10 (ten) days of the date of the first of the following acts: signing of the contract or pre-contract or delivery of the earnest money or payment on account, which may not exceed 20% of the price or of the entry of funds in the capacity of irrevocable contribution. The same obligation shall apply to the transferors and acquirers of shares and to the boards of directors of cooperatives and their members.

Until the Central Bank has ruled on the opportunity and convenience of these operations, the following may not take place: the payment of the balance of the price, the delivery of the shares to the acquirers or their representatives or the registration of the transfer in the entity's shareholder registry, or the capitalization of the irrevocable contributions for future capital increases.

For this purpose, the information arising from the elements of judgment referred to in points 1.1.2.1. and 1.1.3.3. shall be evaluated. The analysis to be carried out shall aim to verify that the declared financial situation evidences sufficient solvency and liquidity to meet the assumed commitments and that, essentially, they come from usual sources such as income from personal work or commercial activity, rents or realization of assets entered into the patrimony in advance. In this framework, it may be considered that adequate own solvency is not possessed when it is feasible to presume that the resources have been provided by third parties or generated by other types of operations with the purpose of simulating such solvency, according to the evaluation carried out.

What is required in this point must also be observed by legal persons that directly or indirectly control financial entities.

Within a period that must not exceed 15 (fifteen) days following the communication of the negotiation, the financial entity shall send to the Superintendency of Financial and Exchange Entities the information detailed below, in accordance with the data provided by the parties involved in the operation:

1.1.1. General.

1.1.1.1. Characteristics of the operation, indicating number of shares, class, votes, nominal value, negotiation value and payment conditions.

1.1.1.2. Agreements entered into or to be formalized intended to transfer voting rights (share syndication or any other type of agreement).

1.1.1.3. Identification of all final acquirers when the purchase has been made "on commission".

1.1.2. Natural persons in particular.

1.1.2.1. Personal Background Form for each of the acquirers or contributors with their personal data, proof of suitability and experience in financial activity, complete statement of assets as of the day immediately prior to the share negotiation, and list of the financial entities with which they operate, indicating in what capacity (current account holder, borrower, etc.).

The statement of assets must be made in an analytical form, accompanied by the documentation that proves the origin and ownership of the reported assets. At a minimum, the following concepts must be set forth:

ASSETS:

I. CASH (when it does not exceed 5% of the individual amount to be contributed, it will not be necessary to justify the origin).

II. CASH DEPOSITS.

In the country.
Abroad.

III. CREDITS.

In the country.
Abroad.

IV. MARKETABLE SECURITIES.

In the country:
- Public and private securities.
- Shares, units of mutual funds, corporate interests.
Abroad:
- Securities, shares and corporate interests.

V. EQUITY OF SOLE PROPRIETORSHIPS OR BUSINESSES.

VI. REAL ESTATE.

In the country.
Abroad.

VII. OTHER ASSETS.

In the country:
- Rights in rem.
- Motor vehicles.
- Vessels.
- Aircraft.
- Registrable movable property.
- Personal property and household goods.
- Other assets.
Abroad:
- Rights in rem.
- Motor vehicles, vessels and aircraft.
- Movable and livestock property.
- Other assets.

LIABILITIES:

DEBTS.

In the country.
- With natural persons.
- With financial entities.
- Other debts.
Abroad:
- With natural persons.
- With financial entities.
- Other debts.

ANNUAL INCOME:

I. INCOME FROM LAND (1st category Income Tax).

II. INCOME FROM CAPITAL (2nd category Income Tax).

III. INCOME FROM COMMERCIAL OPERATIONS (3rd category Income Tax).

IV. INCOME FROM WORK (4th category Income Tax).

V. INCOME FROM INTERESTS IN COMPANIES (Income Tax).

VI. OTHER INCOME: EXEMPT AND NON-TAXABLE INCOME (Income Tax).

With respect to the origin of the funds with which the shares were acquired or the contributions were made, if the analytical manifestation of assets does not reveal the existence of sufficient liquid funds, a declaration closely related to the patrimony or income must be submitted, detailing how the appropriation of the funds applied to the purchase of the shares or to the irrevocable contributions has occurred, attaching a copy of the documentation that justifies the realization of assets; in the case of income derived from the collection of fees, participation in profits, etc., a certification from the company that made the payment must be added. In the event that the collection of rents has been declared as resources, the evidentiary elements of such manifestation must also be provided.

As regards the cancellation of the balance, they must indicate how it will be addressed, stating the assets that will be realized or the detailed estimate of the pertinent monthly income and its source.

The manifestation of assets must have a certification issued by an independent public accountant, with signature legalized by the respective Professional Council, regarding the content and other declared aspects.

1.1.2.2. Certified photocopy of the sworn statements of the last three years submitted to the Federal Administration of Public Revenue for Income Tax, Personal Assets Tax and those that replace or complement them, in the case of subjects obligated to the taxes, with the corresponding submission receipts, or a sworn statement that it is not a subject covered.

1.1.2.3. Sworn statement in the Personal Background Form, in which the acquirer of the shares states that none of the disqualifications established by article 10 of the Law on Financial Entities applies to him.

1.1.2.4. Criminal Record Certificate, issued by the National Directorate of the National Registry of Recidivism, for each of the acquirers or contributors.

1.1.2.5. When they have real domicile abroad, they must also submit the equivalent certificates issued by the competent governmental authority of the country where they reside, with certification of signatures by the Consulate of the Argentine Republic in that country and legalization by the Ministry of Foreign Affairs, International Trade and Worship or by the apostille system, in the case of States that have signed and ratified the Hague Convention of 5.10.61 and translation thereof into the national language, when applicable, made by a public translator with visa from the professional association.

The information referred to in this point may be submitted by the acquirers of shares or contributors, in a sealed envelope, through the financial entity or directly to the Superintendency of Financial and Exchange Entities with a note addressed to the Authorization Management.

1.1.3. Legal persons.

1.1.3.1. Copy of the bylaws or social contract with evidence of its approval by the competent governmental authority and registration in the Public Registry of Commerce.

1.1.3.2. Documentation corresponding to the last two closed fiscal years (Management Report, Balance Sheet and Income Statement, with external auditor's report -public accountant- whose signature is legalized by the corresponding Professional Council of Economic Sciences).

1.1.3.3. Certification issued by an independent public accountant, with signature legalized by the respective Professional Council of Economic Sciences, stating that the company has the necessary available funds to meet the contribution or the obligations arising from the agreed share negotiation and the origin of such available funds when they do not come from sales income. In the event of having irrevocable contributions on account of future capital integrations, they must report on the procedures carried out or to be carried out for their capitalization and, in addition, submit Personal Background Forms corresponding to the persons who have made the contributions.”

3. Replace points 1.1.2.7.1. and 1.1.2.7.4. of Chapter XVI “Houses, Agencies and Exchange Offices. Authorization and conditions to operate” of Circular RUNOR-1 (Communication “A” 422), with the following:

“1.1.2.7.1. Personal data and manifestation of assets reflecting their patrimonial situation (Form 1113 A).

The information arising from the elements of judgment contained in that form will be evaluated. The analysis to be carried out will aim to verify that the declared patrimonial situation evidences sufficient solvency and liquidity to comply with the contributions committed for the capital integration, as well as to face the other obligations that correspond to them as shareholders in the future and that, essentially, such capacity comes from usual sources such as income from personal work or commercial activity, rents or realization of assets entered into the patrimony beforehand. In this framework, it may be considered that adequate own solvency is not possessed when it is feasible to presume that the resources have been provided by third parties or generated by other types of operations with the purpose of simulating such solvency, according to the evaluation carried out.

The manifestation of assets must be made in analytical form, attaching the documentation that accredits the origin and ownership of the declared assets.

If from the analytical manifestation of assets the existence of sufficient liquid funds to materialize the capital contributions does not arise, a declaration closely related to the patrimony or income must be submitted detailing how the appropriation of the funds will occur.

...

“1.1.2.7.4. Certified photocopy of the sworn statements of the last three years presented to the Federal Administration of Public Revenue for Income Taxes, on Personal Assets and those that substitute or complement them, in the case of subjects obligated to the taxes, with the corresponding presentation receipts, or sworn statement that it is not a subject reached.”

4. Replace point 1.16.1. of Chapter XVI of Circular RUNOR-1 (Communication “A” 422, text according to Communication “A” 2138), with the following:

“1.16.1. The directors, administrators, partners, members of the supervisory councils and the trustees of entities constituted under the form of public limited company or limited partnership by shares, must inform without delay to the Central Bank of the Argentine Republic about any negotiation of shares or irrevocable contributions for future capital increases made by shareholders, that do not respond proportionally to their shareholdings, or parts of capital, or another circumstance capable of producing changes in the respective shareholder groups. The same obligation will apply to the managers of limited liability companies and to the transferors and acquirers of shares and social quotas.

The cited information must be concreted within five banking business days from the date of the first of the following acts: signing of the contract or pre-contract or delivery of the earnest money or payment on account, which cannot exceed 20% of the price, or the entry of the funds in the character of irrevocable contribution.

Until the Central Bank has not ruled on the opportunity and convenience of those operations, it cannot take place: the payment of the balance of price, the tradition of the shares (parts of capital or social quotas) to the acquirers or their representatives and the registration of the transfer in the shareholders' registry of the entity or in the Public Registry of Commerce when applicable, or the capitalization of the irrevocable contributions for future capital increases.

For this purpose, the information that arises from the elements of judgment referred to in points 1.16.3.2.1. and 1.16.3.3.3. will be evaluated. The analysis to be carried out will aim to verify that from the declared patrimonial situation the sufficient solvency and liquidity that allow complying with the assumed commitments are evidenced and that, essentially, they come from usual sources such as income from personal work or commercial activity, rents or realization of assets entered into the patrimony beforehand. In that framework, it may be considered that adequate own solvency is not possessed when it is feasible to presume that the resources have been provided by third parties or generated by another type of operations with the purpose of simulating such solvency, according to the evaluation that is made.

What is required in this point must also be observed by the legal persons that directly or indirectly control exchange houses and agencies.”

5. Replace point 1.16.3.2. of Chapter XVI of Circular RUNOR-1 (Communication “A” 422, text according to Communication “A” 2138), with the following:

“1.16.3.2. Natural persons in particular.

1.16.3.2.1. Form 1113 A for each of the acquirers or contributors, with their personal data, accreditation of suitability and experience in exchange matters, complete manifestation of assets as of the day immediately prior to the negotiation and list of the financial entities with which it operates indicating in what character.

The manifestation of assets must be made in analytical form, accompanying the documentation that accredits the origin and ownership of the denounced assets. For this purpose, the following concepts will be taken as orientation:

ASSET:

a) AVAILABILITIES (when it does not exceed 5% of the value of the transaction it will not be necessary to demonstrate the origin).

IN CASH
IN ENTITIES (with indication of the entity and character of the deposits).
IN FOREIGN CURRENCY (class of currency and its equivalent in Argentine pesos at the closing buyer exchange rate of the day for bills of the Bank of the Argentine Nation).

b) ACCOUNTS RECEIVABLE (name of the debtor, origin of the credit, maturity, amount and guarantee).

c) MARKETABLE SECURITIES (denomination, quantity, nominal value, last quotation, current value).

d) REAL ESTATE (location, surface, date of acquisition, origin value, estimated market value and destination -own use, rent, exploitation, etc.-).

e) OTHER ASSETS (detail).

LIABILITY:

a) MORTGAGE CREDITORS (detail of the encumbered asset, name of the creditor, degree, form of payment, maturity, amount).

b) CREDITORS WITH PLEDGE GUARANTEE (detail of the encumbered asset, name of the creditor, form of payment, maturity, amount).

c) DEBTS WITH FINANCIAL ENTITIES (detail entity, head office or branch, maturity, amount and guarantee).

d) ACCOUNTS PAYABLE (name of the creditor, reason for the debt, maturity, amount and guarantee).

e) OTHER DEBTS (detail).

DECLARATION OF RESOURCES: (corresponding to at least the last twelve months).

Net income from marketable securities.................. $ Net income from rentals .............................. $ Net income from leases .................... $ Salaries (indicate employment, position, seniority) ... $ Fees and other remunerations (detail) .......... $ Other income (detail) .................................. $

With respect to the origin of the funds with which the shares (equity interests or social quotas) were acquired, or the contributions were made, if the analytical manifestation of assets does not show the existence of sufficient liquid funds, a declaration closely related to the patrimony or income must be submitted, detailing how the appropriation of the funds applied to the purchase has occurred, attaching a copy of the documentation that justifies the realization of assets; in the case of income derived from the collection of fees, participation in profits, etc., a certification from the company that made the payment must be added. If the collection of rents has been declared as resources, the evidentiary elements of such manifestation must also be provided.

As regards the cancellation of the balance, it must be indicated how it will be met, stating the assets that will be realized or the detailed estimate of the pertinent monthly income and its source.

1.16.3.2.2. Certified photocopy of the sworn statements of the last three years submitted to the Federal Administration of Public Revenue for Income Tax, Personal Assets Tax and those that replace or complement them, in the case of subjects obligated to said taxes, with the corresponding presentation receipts, or a sworn statement that it is not a subject covered.

1.16.3.2.3. Sworn statement in Form 898 A, in which the acquirer states that none of the disqualifications established by article 4 of Law 18.924 apply to it, and

1.16.3.2.4. Criminal Record Certificate, issued by the National Directorate of the National Registry of Recidivism for each of the acquirers.

The information referred to in this point may be submitted by the acquirers or contributors, in a sealed envelope, through the exchange house or agency or directly to the Central Bank with a note addressed to the Authorizations Management.”

6. Replace points 1.16.3.3.2., 1.16.3.3.3., 1.16.3.3.4. and 1.16.3.4.2. of Chapter XVI of Circular RUNOR-1 (Communication “A” 422, text according to Communication “A” 2138), with the following:

“1.16.3.3.2. Documentation corresponding to the last two closed fiscal years (Management Report, Balance Sheet and Income Statement, with external auditor's report -public accountant- whose signature is legalized by the corresponding Professional Council of Economic Sciences).

1.16.3.3.3. Certification extended by an independent public accountant, with signature legalized by the respective Professional Council of Economic Sciences, stating that the company has the necessary availabilities to meet the

obligations arising from the negotiated transaction or irrevocable contributions for future capital increases, and the origin of such availabilities when they do not come from sales income. In the event of having irrevocable contributions on account of future capital integrations, they must report on the procedures carried out or to be carried out for their capitalization and, in addition, submit forms 1113 A corresponding to the persons who have made the contributions.

1.16.3.3.4. List of the members of the Board of Directors, Administration, Management, Statutory Auditors and/or Supervisory Councils and limited partners, accompanying the personal data of each of them in forms 1113 A and a Criminal Record Certificate issued by the National Directorate of the National Registry of Recidivism. The list of shareholders shall also be provided in a spreadsheet according to the model in point 1.16.10.”

... “1.16.3.4.2. Modifications to occur immediately in the Management, Statutory Auditors and/or Supervisory Council and those to be introduced in them and in the Board of Directors (equivalent bodies in limited partnerships by shares and limited liability companies) after the eventual approval of the operation. In the first case, they must submit personal background and suitability and experience in exchange matters in Form 1113 A and a Criminal Record Certificate issued by the National Directorate of the National Registry of Recidivism.”

We greet you very attentively.

CENTRAL BANK OF THE ARGENTINE REPUBLIC

Darío C. Stefanelli
Manager of
Issuance of Norms a/c
José I. Rutman
Deputy General Manager of Norms

Investor Participation in the Capital or Negotiation of Share Packages, Equity Interests or Corporate Quotas of Financial and Exchange Institutions: Amendment of Applicable Rules

Participation of investors in the capital or in the negotiation of share packages, equity interests or corporate quotas of financial and exchange institutions. Amendment of the applicable rules.

4.2.3.2. Natural persons.

ASSETS:

LIABILITIES:

DEBTS.

ANNUAL INCOME:

4.2.3.3. Legal persons.

1.1.1. General.

1.1.2. Natural persons in particular.

VII. OTHER ASSETS.

LIABILITIES:

DEBTS.

ANNUAL INCOME:

1.1.3. Legal persons.

ASSET:

LIABILITY:

Similar documents from other regulators