Notice No. 15/2012 of April 3

Published in the Official Gazette of the Republic, First Series, No. 64, on April 3 NOTICE NO. 15/2012 of April 3

Whereas it is necessary to regulate the operation of financial assignment companies (factoring), with a view to developing the matter established in Presidential Decree No. 95/11 of April 28; In accordance with the combined provisions of item f) of paragraph 1 of Article 21 and item d) of paragraph 1 of Article 51, both of Law No. 16/10 of July 15 (Banco Nacional de Angola Law), combined with the provisions of paragraph 2 of Article 6 of Law No. 13/05 of September 30 (Financial Institutions Law); I DETERMINE:

Article 1. (Object)

1. This regulation governs the establishment and operation of financial assignment companies (factoring).

Article 2. (Application for Authorization for Establishment and Operation)

1. The application for authorization for the establishment and operation of financial assignment companies must be submitted via a petition addressed to the Governor of the Banco Nacional de Angola, in accordance with Annex I to this Regulation, accompanied by all documents and information useful for its assessment, including the following mandatory minimum elements:
   a) draft articles of association of the company to be established; b) certificate of name approval, issued by the competent authority; c) identification of founding shareholders, namely identification document, address, telephone, fax, and email; d) capital to be subscribed by each founding shareholder, represented in cash and percentage, according to the table in Annex II; e) proof of the origin of shareholders' funds; f) criminal record certificate of shareholders; g) certificate confirming the absence of overdue debts owed by shareholders to government authorities; h) identification and supporting evidence of the technical capacity of persons proposed for management and supervisory bodies; i) declaration by members of management and supervisory bodies attesting that neither they nor companies or enterprises whose control they ensure or have ensured, or in which they have served as administrators, directors, or managers, have been declared bankrupt or insolvent; j) criminal record certificate of persons proposed for management and supervisory positions; k) designation of a bank domiciled in Angolan territory, with which all matters related to the Banco Nacional de Angola will be handled; l) shareholders' agreements, if any; m) 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. technologies to be used in product and service distribution, as well as the sizing of the customer service network;
   v. projection of preliminary expenses, including all costs related to establishment and set-up;
   vi. balance sheets and projected income statements, including: 1. revenues and commissions; 2. expenses of projected operations, as well as resource mobilization costs, investments (including technological) and fixed expenses; 3. other revenues, including consulting services provided to clients and services provided to third parties.
   vii. corporate governance standards to be observed, which must include: 1. identification of responsibilities assigned to various organizational levels of the institution; 2. descriptive proposal of the internal control structure;
   3. With respect to shareholders that are legal entities, the authorization application must additionally be supported by the following elements:
   a) articles of association or corporate agreement of the applicant; b) organizational chart of the economic group to which it belongs; c) authorization document from the competent corporate body of the applicant, or from legal representatives with sufficient authority, to authorize participation in the financial assignment company to be established;
   1. Applicants must designate among themselves, via power of attorney, one person to represent all before the authorities responsible for assessing the authorization application and indicate a domicile in Angola for notification or correspondence purposes.
   2. The Banco Nacional de Angola may request any supplementary information or procedures from applicants, conduct investigations it deems necessary or useful for deciding the application, and summon shareholders and administrators for interviews.
   3. The Banco Nacional de Angola may waive the submission of elements referred to in this article that it already possesses or has knowledge of.

Article 3. (Share Capital)
Financial assignment companies must have their share capital fully paid up in national currency in the amount of AKZ 50,000,000.00 (Fifty Million Kwanzas), and their own funds must not be lower than this amount.

Article 4. (Payment of Share Capital)

1. The minimum share capital must be fully paid up on the date of establishment of the financial assignment company, with the corresponding amount deposited in a banking financial institution domiciled in the country.
2. Upon subscription of the initial share capital, when it exceeds the legally established minimum, at least 50% of the subscribed amount exceeding the minimum share capital must be paid up, and the remainder of this initial amount must be fully paid within six (6) months from the date of establishment of the financial institution.

Article 5. (Increase of Share Capital)
In the event of an increase in share capital for financial assignment companies, the provisions of Law No. 13/05 of September 30 (Financial Institutions Law) and Law No. 1/04 of February 13 (Commercial Companies Law) apply, with necessary adaptations.

Article 6. (Resource Mobilization)
To pursue their objectives, financial assignment companies may:
a) obtain financing from legally authorized banking financial institutions; b) obtain financing from international financial institutions; c) issue bonds of any kind, within the terms and limits of the Commercial Companies Law, as well as commercial paper; d) obtain advances and other forms of loans from their respective partners or shareholders; e) carry out legally permitted treasury operations with companies with which they maintain a controlling or group relationship.

Article 7. (Minimum Regulatory Solvency Ratio)

1. Financial assignment companies (factoring) authorized to operate by the Banco Nacional de Angola must maintain a level of own funds compatible with the nature and scale of their operations, as well as with inherent risks, maintaining the Regulatory Solvency Ratio (RSR), in accordance with Notice No. 05/07 of September 12.
2. For the purpose of determining the minimum regulatory solvency ratio referred to in the preceding paragraph, the following must be observed:
   a) for calculating foreign exchange risk, the provisions of Notice No. 05/10 of November 10 and Instruction No. 06/07 of September 12; b) for calculating exposure to credit risk in the form of financial assignment, the provisions of Instruction No. 03/11 of June 8.

Article 8. (Limits on Investments)
In addition to the limits provided in Notice No. 08/07 of September 12, financial assignment companies (factoring) must observe a limit of 15% of Regulatory Own Funds in investments in securities and financial instruments issued by the same company, affiliated companies, and their subsidiaries.

Article 9. (Prohibitions)
Financial assignment companies are prohibited from carrying out the following acts:
a) conducting financial assignment operations with related parties; b) taking financial stakes in the capital of other companies, except in their branches, agencies, or other forms of representation.

Article 10. (Classification and Provisioning of Credits)
Financial assignment companies must classify acquired credits, creating respective provisions based on the level of risk assumed, as established in Notice No. 04/2011 of June 8, with necessary adaptations:

Article 11. (Guarantees)
Any guarantees, personal or real, may be established in favor of the assignee (factor), relating to acquired credits, other charges, or eventual indemnities under the non-recourse factoring contract.

Article 12. (Fixed Asset Limit)
Financial assignment companies (factoring), when calculating the fixed asset limit, must observe the provisions established in Notice No. 06/2011 of July 13.

Article 13. (Accounting)
Financial assignment companies (factoring) must carry out the accounting registration of their operations, in accordance with the currently effective Chart of Accounts for Financial Institutions, adopting headings that address these operations.

Article 14. (Information System)
The information system of financial assignment companies (factoring) must be sufficiently robust to ensure that the accounting application is compatible with the chart of accounts for financial institutions and allows their operations to have a direct impact on their accounting.

Article 15. (Information Reporting)

1. Financial assignment companies must submit quarterly, within eight days after the end of each quarter, a trial balance reporting the institution's overall position;
2. The document referred to in the preceding paragraph of this article must be sent to the Banco Nacional de Angola, in XML format, through the Financial Institutions Supervision System - SSIF;
3. Until conditions are created for submission via the system (SSIF), information must be sent using other computer devices (Excel file) to the email of the Financial Institutions Supervision Department (dsi@lda.bna.ao);
4. For the purposes of paragraph 1, reference dates are March 31, June 30, September 30, and December 31;
5. Financial assignment companies must publish by April 30 of the following year the financial statements for each fiscal year, as well as the External Audit Report and, if applicable, the Supervisory Board Report, in a medium easily accessible to the public, as well as submit them to the Banco Nacional de Angola by that date;
6. Financial assignment companies must appoint a qualified spokesperson to respond to potential questions regarding information reported to the Banco Nacional de Angola;
7. Financial assignment companies must ensure permanent availability of the designated spokesperson, obligatorily appointing a substitute, definitive or temporary, in case of impediment to the designated spokesperson.

Article 16. (Credit Information and Risk Center)
Financial assignment companies (factoring) must submit to the Credit Information and Risk Center (CIRC) customer information regarding financial assignment operations, in accordance with Instruction No. 05/10 of October 4.

Article 17. (External Audit)
Financial assignment companies must submit their financial statements annually to external audit, conducted by an independent auditor.
The independent auditor must report to the Financial Institutions Supervision Department, the work performed and respective results, infractions, and facts that may affect the continuity of the financial assignment company's activity. For the purposes of this article, the independent auditor may be a duly authorized audit firm or a certified accountant duly registered with the Order of Accountants and Certified Public Accountants.

Article 18. (Archiving Duty)

1. Financial assignment companies (factoring) must maintain in archives, for a period of ten (10) years, documents and elements pertaining to their active or passive operations, separated by branches.
2. Financial assignment companies must maintain a security system for the information described in the preceding paragraph of this article, to ensure protection, confidentiality, and recovery. The security system must be periodically subjected to robustness tests, reviews, and updates, incorporating procedures related to new risks or previously unidentified risks.

Article 19. (Penalties)
Failure to comply with the deadlines for sending periodic information, established by the Banco Nacional de Angola, is punishable per day of delay, with a fine corresponding to 1% (one percent) of the minimum share capital defined for financial assignment companies, divided by 360 (three hundred and sixty) days, applied to each document.

Article 20. (Entry into Force)
This Notice enters into force thirty days after the date of its publication.
PUBLISHED:
Luanda, on December 19, 2011
THE GOVERNOR
JOSÉ DE LIMA MASSANO