Notice No. 09/2012, of April 2

Published in the Official Gazette of Angola, Series I, No. 63, on April 2 AVISO NO. 09/2012 of April 2

Whereas it is necessary to establish complementary rules for regulating the processing procedure for the establishment application, as well as to establish the minimum operating requirements for credit cooperative societies, thereby developing the matters contained in Presidential Decree No. 22/11 of January 19, the regulatory instrument for this type of non-bank financial institution; Considering further the need to harmonize existing norms within the Angolan financial system with international standards; Pursuant to paragraph 2 of Article 6, combined with subparagraph b) of paragraph 1 of Article 5, both of Law No. 13/05 of September 30 (Law on Financial Institutions), which mandates the National Bank of Angola to regulate the exercise of activities by non-bank financial institutions; In the exercise of the competence assigned by subparagraph f) of Article 51 of Law No. 16/10 of July 15 (Law on the National Bank of Angola),

I DETERMINE:

Article 1.
(Subject Matter)
This instrument regulates the processing procedure for the authorization application, as well as establishes the minimum operating requirements for credit cooperative societies.

Article 2.
(Authorization Application)

1. The authorization application for the establishment and operation of credit cooperative societies must be processed via a petition addressed to the Governor of the National Bank of Angola, as per Annex I to this Instrument, accompanied by all documents and information useful for its assessment, including the following minimum mandatory elements:
   a) proposed corporate name, accompanied by the certificate of admissibility of the corporate name issued by the competent authority; b) address of the future registered office; c) draft statutes of the society to be established; d) personal identification (identity document, address, telephone, fax and e-mail) of the founding members; e) criminal record certificate of all founding members; f) capital to be subscribed by each founding member, represented in the number of shares as per Annex II; g) territorial scope of the future activities of the credit cooperative; h) evidence of the financial capacity of the founding members, according to their subscribed share in the social capital; i) certificate of no outstanding debts to state authorities for all founding members; j) personal identification of the persons proposed for management and oversight bodies; k) declaration signed by the members of management and oversight bodies attesting that neither they, nor societies or companies whose control they ensure or have ensured or of which they were administrators, directors or managers, have been declared bankrupt or insolvent; l) evidence of the technical capacity of persons proposed for management and oversight positions (Curriculum Vitae); m) criminal record certificate of persons proposed for management and oversight positions, issued within the last 90 (ninety) days; n) proof of the prior deposit corresponding to 5% (five percent) of the minimum social capital as determined by the National Bank of Angola, in a domestic financial institution or a bank guarantee of equal value, accepted by the National Bank of Angola; o) anticipated bylaws agreements; p) business plan and feasibility study for the first three years, including:
   i. analysis of the target market;
   ii. proposed organizational structure;
   iii. services offered;
   iv. detailed policies for fund raising and credit granting, management and collection;
   v. technologies to be used in placing products and services, as well as the sizing of the service network;
   vi. projection of preliminary expenses, including all costs related to establishment and setting up;
   vii. projected balance sheets and income statements, including:

2. interest and commission income;

3. provision for overdue credits;

4. expenses of projected operations, including salaries, staff benefits, cost of fund raising, IT investments and fixed expenses;

5. other income, including consulting services provided to clients and services provided to third parties;

6. investments to be made;
   viii. corporate governance standards to be observed, which must include:

7. identification of responsibilities assigned to various organizational levels;

8. remuneration and incentive policy;

9. internal control structure;

10. Regarding founding members that are legal entities, the authorization application must also be processed with the following elements:
    a) statutes or partnership agreement of the applicant; b) organizational chart of the economic group to which it belongs; c) authorization document from the competent corporate body or legal representatives with sufficient powers to authorize participation in the cooperative to be established;

11. Applicants must designate one among themselves, via power of attorney, to represent all before the National Bank of Angola for assessment of the authorization application and indicate a domicile for notification or correspondence purposes.

12. The National Bank of Angola may request any supplementary information or procedures from applicants, conduct investigations it deems necessary or useful for the application decision, and convene founding members and administrators for interviews.

13. The National Bank of Angola may waive the submission of elements referred to in this article that it already possesses or has knowledge of.

Article 3.
(Inspection)
The National Bank of Angola may conduct an inspection of the facilities of credit cooperative societies before the commencement of activities.

Article 4.
(Social Capital)
Credit cooperative societies must be established with a minimum social capital of Kz 5,000,000.00 (five million Kwanzas).

Article 5.
(Capital Subscription)

1. Without prejudice to the statutes providing for a higher amount, the minimum capital amount that each member subscribes and pays on the date of admission is equivalent to one share.
2. The minimum social capital must be fully paid on the date of establishment of the cooperative, and its amount deposited in a domestic financial institution.

Article 6.
(Increase of Social Capital)

1. The social capital of credit cooperative societies may be increased by:
   a) admission of new members; b) increase in a member's participation, at their own initiative; c) capital calls according to General Assembly resolution; d) incorporation of available reserves for this purpose.
2. The value relating to capital increases made under subparagraphs a), b) and c) of the preceding paragraph must be paid in accordance with paragraph 3 of Article 14 of Law No. 13/05 of September 30.
3. Credit cooperative societies are prohibited from granting credit to their members for the fulfillment of capital shares.

Article 7.
(Reduction of Social Capital)
The social capital of credit cooperative societies may only be reduced by the amortization of members' shares.

Article 8.
(Number of Members)

1. Credit cooperatives must be established with a minimum of 25 (twenty-five) members and may not operate with fewer than that for more than 6 (six) months, under penalty of revocation of the authorization granted by the National Bank of Angola and consequent liquidation and dissolution of the society.
2. Unless technically impossible to provide services, there shall be no maximum limit on the number of members of a credit cooperative.

Article 9.
(Reserves)
Without prejudice to others provided by Law, statutes or the General Assembly, credit cooperative societies must establish a mutualism reserve of up to 5% (five percent) of annual net profits, intended to fund mutual aid and assistance actions for their members and employees.

Article 10.
(Interest Rates)
Interest rates are freely negotiable between credit cooperative societies and their respective members.

Article 11.
(Repealing Clause)
All legislation contrary to the provisions of this instrument is hereby repealed, notably the latter part of subparagraph c) of paragraph 1 of Article 1 of Notice No. 04/07 of September 12.

Article 12.
(Entry into Force)
This Instrument enters into force 30 (thirty) days after the date of its publication.
PUBLISH
Luanda, July 15, 2011
THE GOVERNOR JOSÉ DE LIMA MASSANO

Annex I to Notice 08/2011 of July 15
APPLICATION FOR ESTABLISHMENT OF A CREDIT COOPERATIVE SOCIETY Proposed corporate name:
Proposed address for the registered office:
Main person responsible for leading the authorization project with BNA:
Name: Telephone: Fax: E-mail:
The undersigned, members of the organizing group of the aforementioned credit cooperative society:
I - Hereby request from the National Bank of Angola a favorable declaration regarding the establishment project and commencement of the aforementioned society. II - Inform that the founding members of the credit cooperative society are:
(list name, identity document, full address, telephone and email of all founding members) III - Attach the documents indicated below:
Business plan and economic-financial feasibility study, in accordance with subparagraph p) of paragraph 1 of Article 8 of Legal Instrument No. 08/2011 of July 15; Certificate of admissibility of the proposed corporate name, issued by the competent authority; Draft statutes of the credit cooperative society; Social capital table, reflecting its distribution among members in number and percentage; Identification (identity document, address) of all proposed founding members; Evidence of the financial capacity of the members, according to their subscribed shares in the social capital (bank statement or borderaux); Identification (identity document, address) of all members of the management and oversight bodies; Criminal records of all members; Curriculum vitae of the members of the management and oversight bodies; Proof of prior deposit corresponding to 5% of the minimum social capital; Bylaws agreements; In case of members that are legal entities:
Corporate statutes;
Organizational chart of the economic group to which it belongs; Declaration by competent corporate bodies regarding participation in the proposed society The following documents or information necessary for the analysis of this application are attached:
(list documents not indicated in the items above) Place and date.
Signatures:
(full name) (full name)
Luanda, July 15, 2011

Annex II to Notice 08/2011 of July 15
SOCIAL CAPITAL TABLE
Social Capital / No. of Members / No. Shares-Parts / Value Kwanzas / Percentage