REGULATION ON THE ACTIVITY OF GRANTING LOANS

(FINANCE COMPANIES)

Year 2011 / Number 03

(Consolidated text as of 29/01/2026 - Update XX)

Central Bank of the Republic of San Marino

Regulation No. 2011-03 on the activity of granting loans (finance companies) (Update XX)

INDEX

PART I INTRODUCTION

TITLE I PRELIMINARY PROVISIONS

Article I.I.1 - Legislative sources
Article I.I.2 - Definitions

TITLE II OBJECTIVES AND STRUCTURE OF THE PROVISION

Article I.II.1 - Purposes
Article I.II.2 - References
Article I.II.3 - Preparation
Article I.II.4 - Structure

PART II ACTIVITIES OF FINANCE COMPANIES

TITLE I PRELIMINARY PROVISIONS

Article II.I.1 - Legislative sources
Article II.I.2 - Administrative sanctions

TITLE II ACTIVITIES OF FINANCE COMPANIES

Article II.II.1 - Reservation of credit activity
Article II.II.2 - Illegal lending
Article II.II.3 - Reserved activities
Article II.II.4 - Other permissible activities
Article II.II.5 - Activities exercisable upon authorization
Article II.II.6 - Savings collection instruments

PART III AUTHORIZATION FOR CREDIT ACTIVITY

TITLE I PRELIMINARY PROVISIONS

Article III.I.1 - Legislative sources
Article III.I.2 - Administrative sanctions

TITLE II AUTHORIZATION FOR CONSTITUTION

Article III.II.1 - Signatories of the application
Article III.II.2 - Form of the application
Article III.II.3 - Content of the application
Article III.II.4 - Declaration of controlling subjects
Article III.II.5 - Ultimate beneficial owners
Article III.II.6 - Methods of submitting the application
Article III.II.7 - Time limit for the decision
Article III.II.8 - Suspension of the time limit
Article III.II.9 - Interruption of the time limit

TITLE III MINIMUM REQUIREMENTS

Article III.III.1 - Criteria for drafting the articles of association
Article III.III.2 - Legal form
Article III.III.3 - Company seat
Article III.III.4 - Share capital
Article III.III.5 - Locked deposit
Article III.III.6 - Requirements for promoters
Article III.III.7 - Requirements for management personnel
Article III.III.8 - Business plan

TITLE IV INTERMEDIATE COMPLIANCE

Article III.IV.1 - Constitution of companies
Article III.IV.2 - Transmission of the articles of association

TITLE V AUTHORIZATION TO BEGIN OPERATIONS

Article III.V.1 - Preliminary provisions
Article III.V.2 - Time limits for the application
Article III.V.3 - Form of the application
Article III.V.4 - Content of the application
Article III.V.5 - Variations and integrations to the business plan
Article III.V.6 - Methods of submitting the application
Article III.V.7 - Time limit for the decision
Article III.V.8 - Reiteration of the application
Article III.V.9 - Minimum requirements
Article III.V.10 - Inspections
Article III.V.11 - Notification of commencement of operations

TITLE VI ACTIVITIES OF FOREIGN ENTITIES

Chapter I Branches of foreign finance companies

Article III.VI.1 - Requirements for authorization
Article III.VI.2 - Authorization application
Article III.VI.3 - Business plan
Article III.VI.4 - Requirements for branch managers
Article III.VI.5 - Authorization procedure
Article III.VI.6 - Applicable provisions

Chapter II Provision of services without a permanent establishment

Article III.VI.7 - Scope of application of the discipline
Article III.VI.8 - Conditions for authorization
Article III.VI.9 - Authorization application
Article III.VI.10 - Authorization procedure
Article III.VI.11 - Applicable provisions

Chapter III Representative offices

Article III.VI.12 - Prohibition on exercising reserved activities
Article III.VI.13 - Requirements
Article III.VI.14 - Procedure

TITLE VII VARIATION, WAIVER, AND REVOCATION OF AUTHORIZATION

Article III.VII.1 - Request for variation
Article III.VII.2 - Waiver of authorization
Article III.VII.3 - Revocation of authorization

PART IV MANAGEMENT PERSONNEL

TITLE I REFERENCES

Article IV.I.1 - Applicable provisions for management personnel of finance companies

PART V OWNERSHIP STRUCTURES

TITLE I PRELIMINARY PROVISIONS

Article V.I.1 - Legislative sources
Article V.I.2 - Administrative sanctions

TITLE II REQUIREMENTS

Chapter I Honesty and Integrity

Article V.II.1 - Requirements
Article V.II.2 - Certification methods
Article V.II.3 - Foreign certificates
Article V.II.4 - Validity requirements for certificates
Article V.II.5 - Exempted subjects

Chapter II Sound and Prudent Management

Article V.II.6 - Requirements
Article V.II.7 - Information note
Article V.II.8 - Attached documentation

TITLE III AUTHORIZATION FOR ACQUISITION OF SIGNIFICANT PARTICIPATIONS

Article V.III.1 - Scope of application
Article V.III.2 - Subjects obliged
Article V.III.3 - Authorization application
Article V.III.4 - Declaration of controlling subjects
Article V.III.5 - Time limits for the decision
Article V.III.6 - Evaluation criteria

TITLE IV COMMUNICATION OBLIGATIONS

Article V.IV.1 - Ownership structures
Article V.IV.2 - Voting agreements

TITLE V INTERVENTION POWERS

Article V.V.1 - Revocation of authorization
Article V.V.2 - Annulment of shareholder resolutions
Article V.V.3 - Order to alienate the participation
Article V.V.4 - Verification of the permanence of requirements

PART VI FINANCIAL STATEMENTS

TITLE I PRELIMINARY PROVISIONS

Article VI.I.1 - Legislative sources
Article VI.I.2 - Administrative sanctions

TITLE II GENERAL RULES

Article VI.II.1 - General obligations
Article VI.II.2 - Composition of the financial statements
Article VI.II.3 - Audit obligations for Sanmarinese finance companies and branches of foreign finance companies
Article VI.II.4 - Certification of the audit firm and auditors
Article VI.II.5 - References

PART VII PRUDENTIAL SUPERVISION

TITLE I PRELIMINARY PROVISIONS

Article VII.I.1 - Legislative sources
Article VII.I.2 - Administrative sanctions

TITLE II SUPERVISORY CAPITAL

Article VII.II.1 - Structure of supervisory capital
Article VII.II.2 - Core capital
Article VII.II.3 - Supplementary capital
Article VII.II.4 - Deductions
Article VII.II.5 - Limits and restrictions
Article VII.II.6 - Minimum amount of supervisory capital
Article VII.II.7 - Hybrid capital instruments
Article VII.II.8 - Subordinated liabilities
Article VII.II.9 - Guarantees provided upon the issuance of hybrid capital instruments and subordinated liabilities and consequent "on-lending" operations
Article VII.II.10 - Request for approval from the Central Bank
Article VII.II.11 - Repurchase by the issuing finance company of shares of hybrid capital instruments or subordinated liabilities
Article VII.II.12 - Derogations
Article VII.II.13 - Adjusted supervisory capital

TITLE III CAPITAL ADEQUACY AND SOLVENCY RATIO

Article VII.III.1 - Mandatory provision
Article VII.III.2 - Structure of the ratio
Article VII.III.3 - Weighting criteria
Article VII.III.4 - Debtor counterparties
Article VII.III.5 - Country risk
Article VII.III.6 - Received guarantees
Article VII.III.7 - Personal guarantees
Article VII.III.8 - Off-balance sheet operations
Article VII.III.9 - Minimum capital coverage for debtor default risks
Article VII.III.10 - Minimum capital coverage for operational risks

TITLE IV RISK CONCENTRATION

Article VII.IV.1 - Large exposures
Article VII.IV.2 - Limitations on large exposures
Article VII.IV.3 - Large exposures towards shareholders and connected subjects
Article VII.IV.4 - Derogations
Article VII.IV.5 - Resolution procedure
Article VII.IV.6 - Limitations on large exposures in the case of groups

TITLE V CONTRACTUAL RELATIONS WITH RELATED PARTIES AND SUBJECTS CONNECTED TO THEM

Article VII.V.1 - General principle
Article VII.V.2 - Significant positions
Article VII.V.3 - Procedural aspects
Article VII.V.4 - Limitation on an individual and aggregate basis
Article VII.V.5 - Limitations on risk positions in the case of groups

TITLE VI LIMITS ON MATURITY TRANSFORMATION

Article VII.VI.1 - Limits on medium-long term investments
Article VII.VI.2 - Limits on medium-long term loans granted

TITLE VII INVESTMENTS IN REAL ESTATE

Article VII.VII.1 - Acquirable real estate assets
Article VII.VII.2 - Acquisition of real estate for debt recovery
Article VII.VII.3 - Real estate subject to financial leasing

TITLE VIII HOLDABLE PARTICIPATIONS