Regulation on the Application of the Leasing Act and Other Regulations to Leasing Companies in Liquidation (Official Gazette 60/14 and 57/16)

REGULATION ON THE APPLICATION OF THE PROVISIONS OF THE LEASING ACT AND OTHER REGULATIONS TO LEASING COMPANIES IN LIQUIDATION (Unofficial Consolidated Text - NN 60/14, 57/16)

UNOFFICIAL CONSOLIDATED TEXT
REGULATION ON THE APPLICATION OF THE PROVISIONS OF THE LEASING ACT AND OTHER REGULATIONS TO LEASING COMPANIES IN LIQUIDATION (Official Gazette No. 60/14, 57/16) (The Regulation on Amendments and Supplements to the Regulation on the Application of the Provisions of the Leasing Act and Other Regulations to Leasing Companies in Liquidation (NN No. 57/16) entered into force and applies from July 1, 2016.)

Regulation on the Application of the Provisions of the Leasing Act and Other Regulations to Leasing Companies in Liquidation (Unofficial Consolidated Text - NN 60/14, 57/16)

Pursuant to Article 120, Paragraph 5 of the Leasing Act ("Official Gazette" No. 141/13), the Croatian Financial Services Supervisory Agency, at a meeting of the Board of Directors held on June 17, 2016, adopts

REGULATION
ON THE APPLICATION OF THE PROVISIONS OF THE LEASING ACT AND OTHER REGULATIONS TO LEASING COMPANIES IN LIQUIDATION

General Provisions
Article 1
(1) This Regulation prescribes the method of application of the provisions of the Leasing Act ("Official Gazette", No. 141/2013, hereinafter: the Act) and other regulations applicable to leasing companies, the obligations of a leasing company in liquidation towards the Croatian Financial Services Supervisory Agency (hereinafter: the Agency), exemptions of a leasing company in liquidation from certain obligations, as well as other matters related to the implementation of the liquidation procedure of a leasing company arising from regulations governing leasing companies. (2) In addition to the Act, the Companies Act, and this Regulation, the provisions of the law governing the keeping of the court register also apply to the liquidation procedure of a leasing company. (3) Leasing companies in liquidation are obliged to comply with the provisions of the Act and its subordinate regulations, as well as other regulations applicable to leasing companies not in liquidation, unless otherwise provided by this Regulation.

Liquidators
Article 2
(1) Only a natural person who meets the conditions for appointment as a member of the management board of a leasing company in accordance with the provisions of Article 34 of the Act, which prescribe the conditions for a member of the management board of a leasing company, may be appointed as a liquidator of a leasing company. (2) The conditions for a member of the management board of a leasing company set forth in Article 33, Paragraph 4, Article 34, Paragraph 1, Item 8, and Paragraph 3 of the same Act, as well as the provisions of Article 35 of the Act prescribing the conditions and procedure for issuing consent for performing the function of a member of the management board, do not apply to the appointment of a liquidator.

Obligations of the Leasing Company or Liquidator Regarding the Liquidation Procedure
Article 3
(1) In accordance with Article 119, Paragraph 2 of the Act, the management board and the supervisory board of a leasing company are obliged to conduct prior consultations with the Agency before adopting a decision on liquidation, which implies timely reporting to the Agency on all circumstances relevant to the decision on liquidation. (2) The liquidator of a leasing company is obliged to notify the Agency of the adoption of the decision on liquidation of the leasing company within 3 working days from the date of its adoption, together with the attached decision on liquidation of the leasing company, in the manner and in accordance with the Technical Instruction for the Use of the Web Form Entry Service and Electronic Document Submission and the Instruction for Filling Out Web Forms for Leasing Companies.

By Article 1 of the Regulation on Amendments and Supplements to the Regulation on the Application of the Leasing Act and Other Regulations to Leasing Companies in Liquidation (NN No. 57/16), which entered into force on July 1, 2016, Paragraph 2 was amended by replacing the words: "The liquidator of a leasing company is obliged to notify the Agency of the adoption of the decision on liquidation of the leasing company within 3 working days from the date of its adoption, together with the attached decision on liquidation of the leasing company, in the manner and in accordance with the Technical Instruction for the Use of the Web Form Entry Service and Electronic Document Submission and the Instruction for Filling Out Web Forms for Leasing Companies." with the words: "The liquidator of a leasing company is obliged to electronically notify the Agency of the decision on liquidation of the leasing company within 3 working days from the date of its adoption, and within 8 days from the date of adoption of the decision on liquidation of the leasing company, is obliged to submit to the Agency a notice with the attached decision on liquidation of the leasing company via regular mail in the original or a certified copy."

(3) The liquidator of a leasing company is obliged to prepare and submit to the Agency, within 30 days from the date of adoption of the decision on liquidation or appointment as liquidator, a plan of the liquidation procedure and a report on the status of assets and liabilities of the leasing company as of the day preceding the date of adoption of the decision on liquidation of the leasing company. (4) The liquidator is obliged to prepare and submit to the Agency, within 30 days from the date of adoption of the decision on liquidation of the leasing company, audited initial liquidation financial statements as of the day preceding the date of adoption of the decision on liquidation of the leasing company. (5) The liquidator of a leasing company is obliged to submit written reports to the Agency on the progress and actions of the liquidation procedure of the leasing company within 30 days after the expiration of six-month periods, starting from the date of opening the liquidation procedure. (6) Exceptionally from the provision of Paragraph 5 of this Article, the Agency may request reports from the liquidator on the progress of the liquidation procedure in shorter periods. (7) All reports and documentation from the provisions of this Article, the liquidator submits to the Agency in the manner prescribed by the provision of Paragraph 2 of this Article.

By Article 1 of the Regulation on Amendments and Supplements to the Regulation on the Application of the Leasing Act and Other Regulations to Leasing Companies in Liquidation (NN No. 57/16), which entered into force on July 1, 2016, Paragraph 7 was amended by replacing the words: "All reports and documentation from the provisions of this Article, the liquidator submits to the Agency in the manner prescribed by the provision of Paragraph 2 of this Article." with the words: "Reports from Paragraphs 4 and 5 of this Article, the liquidator submits to the Agency via regular mail."

(8) The liquidator is obliged to prepare and submit to the Agency, within 30 days from the date of settlement of all obligations and any payment of remaining assets to shareholders or members of the leasing company, final liquidation reports and a report on the conducted liquidation of the leasing company, and is responsible for the preparation of these reports.

Article 4
After the completion of the liquidation procedure, the liquidator is obliged to keep all business books of the leasing company in accordance with the Companies Act and accounting regulations.

Obligations of the Leasing Company in Liquidation in Reporting to the Agency
Article 5
(1) A leasing company in liquidation is obliged to submit the following reports to the Agency, in accordance with the regulation which, pursuant to Article 73 of the Act, prescribes the structure and content as well as the method and deadlines for submission of financial and additional reports of leasing companies:

1. Report on financial position,
2. Report on comprehensive income,
3. Report on portfolio structure – operating lease,
4. Report on portfolio structure – financial lease,
5. Report on portfolio structure – loans.
   (2) Exceptionally from the provisions of the regulation in Paragraph 1 of this Article, leasing companies in liquidation are obliged to submit only:
   – quarterly reports from Paragraph 1 of this Article as of June 30 of the current year, no later than July 31 of the current year, – annual reports from Paragraph 1 of this Article as of December 31 of the current year, no later than April 30 of the following year.

By Article 2 of the Regulation on Amendments and Supplements to the Regulation on the Application of the Leasing Act and Other Regulations to Leasing Companies in Liquidation (NN No. 57/16), which entered into force on July 1, 2016, a new Paragraph 2 was added after Paragraph 1.

(3) A leasing company in liquidation is not obliged to submit to the Agency:
– notices and reports from Articles 9 and 10 of the regulation which, pursuant to Article 74 of the Act, prescribes the scope and content of audit, or audit procedures and the auditor's report on the completed audit of annual financial statements, or other reports of leasing companies, – reports on status changes prescribed by the regulation which, pursuant to Article 76 of the Act, prescribes the content of reports, the method and deadlines for reporting to the Agency relating to the application of Article 76, Paragraph 1, Item 1 of the Act regarding branches, Items 4 and 7 of that Article of the Act.

By Article 2 of the Regulation on Amendments and Supplements to the Regulation on the Application of the Leasing Act and Other Regulations to Leasing Companies in Liquidation (NN No. 57/16), which entered into force on July 1, 2016, Paragraph 2 became Paragraph 3, and the words: "A leasing company in liquidation is not obliged to submit to the Agency:
– notices and reports from Articles 9 and 10 of the regulation which, pursuant to Article 74 of the Act, prescribes the scope and content of audit, or audit procedures and the auditor's report on the completed audit of annual financial statements, or other reports of leasing companies, – reports on status changes prescribed by the regulation which, pursuant to Article 76 of the Act, prescribes the content of reports, the method and deadlines for reporting to the Agency relating to the application of Article 76, Paragraph 1, Item 1 of the Act regarding branches, Items 4 and 7 of that Article of the Act." were replaced by the words: "A leasing company in liquidation is not obliged to submit to the Agency:

– reports on capital in accordance with the regulation which, pursuant to Article 10 of the Act, prescribes the capital of a leasing company, – reports on status changes in accordance with the regulation which, pursuant to Article 76 of the Act, prescribes the content of reports, the method and deadlines for reporting to the Agency, except for reports on facts and circumstances from Article 76, Paragraph 1, Items 1, 3, 5, and 6 of the Act, for which the statutory obligation remains for leasing companies in liquidation as well."

Article 5.a
(1) Exceptionally from the provision of Article 74, Paragraph 1 of the Act, the annual financial statements of a leasing company in liquidation must be audited by an auditor exclusively upon special request of the Agency.
(2) If the Agency requests an audit of the annual financial statements, the leasing company in liquidation is obliged to submit audited annual financial statements to the Agency within the period determined in the request from Paragraph 1 of this Article.

By Article 3 of the Regulation on Amendments and Supplements to the Regulation on the Application of the Leasing Act and Other Regulations to Leasing Companies in Liquidation (NN No. 57/16), which entered into force on July 1, 2016, a new Article 5.a was added in its entirety after Article 5.

Exemptions of Leasing Companies in Liquidation from the Application of Provisions of the Act
Article 6
The provisions of the Act regulating the following do not apply to leasing companies in liquidation:

1. capital (Article 10 of the Act),
2. issuance of Agency consent for the acquisition of qualified holdings in a leasing company and a leasing company in another legal entity (from Article 16 to Article 25 of the Act),
3. organizational requirements for leasing companies (from Article 68 to Article 71 of the Act).

Article 6.a
(1) It is considered that a leasing company has submitted the documentation from Articles 3, 5, and 5a of this Regulation at the moment when the documentation is recorded on the server for sending such documentation.
(2) In justified cases of technical impossibility of submission or submission not properly executed (e.g., system failure, inability to read received documentation, etc.) in the manner prescribed by the provisions of Articles 3, 5, and 5.a of this Regulation, the leasing company is obliged to submit the documentation in written form, directly or by mail, for the purpose of timely reporting. The leasing company is obliged to submit the documentation electronically in the manner prescribed by this Regulation as soon as the reasons for the impossibility of such submission cease, and no later than within 8 days from the cessation of the circumstances that caused the technical impossibility of such submission. (3) The Agency may, in case of need, request the leasing company to submit certain documentation prescribed by this Regulation in the original or a certified copy, regardless of the electronic submission performed.

By Article 4 of the Regulation on Amendments and Supplements to the Regulation on the Application of the Leasing Act and Other Regulations to Leasing Companies in Liquidation (NN No. 57/16), which entered into force on July 1, 2016, a new Article 6.a was added in its entirety after Article 6.

Other Provisions
Article 7
(1) Leasing companies in liquidation are obliged to publicly announce information on the opening of the liquidation procedure within 5 working days from the date of adoption of the decision on opening the liquidation procedure via their websites, posted notices placed in clearly visible places in the business premises of the leasing company and its branches, or in another suitable manner chosen by the leasing company. (2) The information on the opening of the liquidation procedure must necessarily contain:
– the name and surname and residence of the liquidator, – the company name and seat of the leasing company, – the date of adoption of the decision on liquidation, – the reason for opening the liquidation procedure, – a brief explanation of the liquidation procedure, including the estimated duration and possible impact of the liquidation on lessees, leasing suppliers, and other parties in business relations with the leasing company, – where, when, and in what manner additional information on the liquidation of the leasing company can be obtained. (3) Based on the provision of Article 120, Paragraph 3 of the Act, within the obligation from Paragraphs 1 and 2 of this Article, a leasing company in liquidation is obliged to inform the public about the business activities that the leasing company in liquidation will conduct, as well as about the prohibition on concluding, commencing, or conducting new business.

Article 8
The provisions of this Regulation apply mutatis mutandis to the liquidation of a branch of a leasing company from a member state of Article 46 of the Act and a branch of a leasing company from a third country of Article 48 of the Act.

Final Provisions
Article 9
This Regulation enters into force and applies from July 1, 2016.

President of the Board of Directors
Petar-Pierre Matek