Regulation No. 2009-02: Update I of the Regulation on the Register of Authorized Subjects

THE GENERAL DIRECTOR
OF THE CENTRAL BANK OF THE REPUBLIC OF SAN MARINO HAVING REGARD TO Law No. 165 of 17 November 2005, and in particular Articles 11 and 39; HAVING REGARD TO the Statute of the Central Bank of the Republic of San Marino approved by Law No. 96 of 29 June 2005, and in particular Article 30, paragraph 3 of the said Statute, pursuant to which acts of the Central Bank regarding supervision, deliberated by the Supervisory Coordination, are issued by the General Director; HAVING REGARD TO the resolutions of the Supervisory Coordination and the Board of Directors by which the text of the amending Regulation of Regulation No. 2006-01, concerning the Register of Authorized Subjects, was approved, aimed at implementing its contents with the provision of additional available information and incorporating certain operational feedback; HEREBY ISSUES the attached Regulation No. 2009-02, which enters into force on 30 April 2009. San Marino, 13 March 2009 Signed: THE GENERAL DIRECTOR Luca Papi

REGULATION
ON THE REGISTER OF AUTHORIZED SUBJECTS
UPDATE NO. I
Year 2009 / Number 02

Central Bank of the Republic of San Marino
Regulation No. 2009-02: Update I of Regulation No. 2006-01

Article 1 – Amendments to Regulation No. 2006-01

1. In Article 1, paragraph 1, the definition reported in letter d) is updated as follows:
d) “Register of Companies”: the register referred to in Article 6 of Law No. 47 of 23 February 2006 and subsequent amendments;

2. Article 3, paragraph 2, is replaced by the following:
2. For authorized subjects, the following are indicated:
a) the name; b) the legal type; c) the registered office; d) the administrative office, if different from the registered office; e) the date and number of registration in the Register of Companies; f) the economic operator code; g) the auditing firm; h) the share capital, subscribed and paid; i) the corporate officers; j) the list of branches within the Republic; k) the list of branches and representative offices abroad.

3. Article 3, paragraph 5, is replaced by the following:
5. For each of the subjects referred to in the first paragraph, the following are also indicated:
a) the date and number of registration in the Register; b) the list of reserved activities and branches of reserved activities for the exercise of which the authorized subject has obtained authorization; c) the indication of whether the subject is subject to extraordinary administration proceedings, suspension of administrative bodies, suspension of authorization, and the start and end dates of the aforementioned proceedings; d) the possible authorization to exercise the office of Trustee pursuant to Article 151 of the LISF; e) the possible registration in the Register of Insurance Intermediaries.

4. Article 3, paragraph 6, is replaced by the following:
6. For banks, the following are also indicated:
a) the shareholders registered in the Shareholders’ Register, holding participations in the share capital exceeding 5%; b) the last approved annual financial statement, complete with any accompanying reports and certifications.

5. Article 4 is replaced by the following:
Article 4 - Authorized Subjects
1. The registration of authorized subjects takes place upon the conclusion of the procedure provided for the issuance of the first authorization under Part I, Title II of the LISF, that is, coinciding with the last of the two phases specified below:

• the withdrawal of the operating license, pursuant to Article 153 of the LISF;
• the obtaining of the authorization to commence operations, pursuant to Article 9 of the LISF, where required in relation to the authorized activities.
  2. At the time of issuing the authorization to commence operations or upon receipt of a copy of the operating license transmitted by the authorized subject, the Central Bank registers it, inserting the data available at the time of registration.
  3. The Central Bank promptly notifies the authorized subject in writing of the registration in the Register.

6. Article 5, paragraph 1, is replaced by the following:
1. The registration of branches of foreign subjects takes place, compatible with the different legal and supervisory procedures provided, within the same timeframes and methods indicated by the previous article for authorized subjects.

7. Article 6 is replaced by the following:
Article 6 - Foreign Subjects Operating under PSSS Regime
1. The registration of foreign subjects authorized to operate under the PSSS regime takes place upon the conclusion of the procedure provided for the issuance of the first authorization under Part I, Title II of the LISF, following the issuance of the no-objection certificate from the Grand and General Council pursuant to Article 12 of the LISF, where required.
2. The Central Bank promptly notifies the authorized foreign subject in writing of the registration in the Register.

8. Article 7 is replaced by the following:
Article 7 - Changes to the Register
1. The subjects referred to in Article 3, first paragraph, are obliged to communicate without delay to the Central Bank any changes to the information contained in the Register, simultaneously requesting its update with a specific written note, regardless of the fulfillment, prior or subsequent, of communication obligations concerning, in whole or in part, the same subject matter and deriving from other supervisory provisions.
2. Every variation communicated to the Central Bank and duly proven is annotated in the Register without delay.
3. The Central Bank, in the absence of the communication referred to in the first paragraph, has the discretion to update the information contained in the Register ex officio in cases where it has come to know of the data in the exercise of its supervisory functions.
4. During the period in which the authorized subject or the branch of a foreign subject is subject to extraordinary administration, suspension of authorization, or suspension of administrative bodies, the adoption of the measure is indicated in the Register.
5. Foreign subjects, referred to in Article 3, first paragraph, letters b) and c), are required to communicate without delay to the Central Bank their submission to procedures of extraordinary administration, compulsory liquidation, ordinary liquidation, suspension of authorization and/or administrative bodies, or equivalent procedures.

9. Article 8 is replaced by the following:
Article 8 - Cancellation from the Register
1. The Central Bank proceeds with the cancellation of the subjects referred to in Article 3, first paragraph, from the Register in the following cases:
a) revocation of authorization pursuant to Article 10 of the LISF; b) revocation of authorization pursuant to Article 85 of the LISF in relation to the opening of the compulsory administrative liquidation procedure; c) loss of authorization pursuant to Article 99 of the LISF in relation to the opening of an ordinary liquidation procedure consequent to the dissolution of the company, deliberated by the shareholders or declared by the Commissioner of the Law; d) modification of the corporate object with the exclusion of every reserved activity.
2. The Central Bank communicates the cancellation from the Register in writing within the same document with which it respectively:
a) orders the revocation of authorization, pursuant to Article 10 of the LISF; b) appoints the bodies of the compulsory administrative liquidation procedure, pursuant to Article 86 of the LISF; c) ascertains the existence of the prerequisites for ordinary liquidation, pursuant to Article 99 of the LISF; d) authorizes the statutory modification, pursuant to Article 47 of the LISF.

10. Article 9, paragraph 1, is replaced by the following:
1. The consultation of the Register of Authorized Subjects, maintained in an electronic format, is permitted to anyone and consists of the right to receive, upon written request to the Central Bank, the data and information contained therein.

Article 2 – Entry into Force.

1. This Regulation enters into force on 30 April 2009.
2. For the purposes of what is provided in paragraph 4 of the previous article, and pursuant to Article 41 of Law No. 165 of 17 November 2005, banks must transmit to the Central Bank, within the ten days prior to the entry into force of this Regulation, the list of subjects who, as of the date of communication, appear registered in their Shareholders’ Register, specifying the percentage share of the capital attributable to each.
3. The publication in the Register of the last approved financial statement, referred to in paragraph 4 of the previous article, applies to the one relating to the current fiscal year 2009 and entails the obligation for each bank to transmit in electronic format to the Central Bank a copy of the next annual financial statements, complete with accompanying reports and certifications, within thirty days from their approval in the general meeting.

Article 3 – Consolidated Text of Regulation No. 2006-01.

1. The text of Regulation No. 2006-01 consolidated with the amendments introduced by this Regulation will be made available on the website of the Central Bank of the Republic of San Marino (www.bcsm.sm).