Superintendent of Banks and Other Financial Institutions

OFFICE OF THE SUPERINTENDENT OF BANKS AND OTHER FINANCIAL INSTITUTIONS. MANAGUA, JUNE TWENTY-SIX, TWO THOUSAND TWENTY-FIVE. EIGHT FIFTY IN THE MORNING.

CONSIDERING

I

That on June 4, 2025, the Monetary and Financial Board issued the "Norm on Authorization and Regulation of Non-Bank Providers of Fiduciary Services," contained in Resolution CDMF-XIX-2-25, effective from June 18, 2025, with the objective of regulating fiduciary services performed by natural or legal persons other than banks and financial societies, in accordance with what is provided in Article 32 bis of Law No. 977, "Law Against Money Laundering, Terrorism Financing, and Financing of the Proliferation of Weapons of Mass Destruction."

II

That Article 14 of the aforementioned norm empowers the Superintendent to establish the necessary provisions for the implementation of the norm subject of this resolution.

That in accordance with the considerations set forth above.

In exercise of its powers,

HAS ISSUED

The following,

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RESOLUTION SIB-OIF-XXXIII-397-2025

REGULATORY PROVISIONS FOR NON-BANK PROVIDERS OF FIDUCIARY SERVICES

TITLE I – CONCEPTS

FIRST: For the purposes of these regulatory provisions, the terms indicated in this section, whether in uppercase or lowercase, singular or plural, shall have the following meanings:

a) Law No. 842: "Law on the Protection of the Rights of Consumer Persons and Users," published in La Gaceta, Official Journal No. 129, of July 11, 2013, contained in Law No. 1097, "Law of the Nicaraguan Legal Digest on the Subject of Business, Industry, and Commerce," published in La Gaceta, Official Journal No. 137, of July 26, 2022.

b) AML/CFT Norm: "Norm for the Management of Prevention of Risks of Money Laundering, Goods or Assets; and Terrorism Financing," contained in Resolution No. CD-SIBOIF-524-1-MAR5-2008, of March 5, 2008, and published in La Gaceta, Official Journal No. 63, 64, 65, 66, and 67, of April 4, 7, 8, 9, and 10, 2008, respectively, and its reforms.

c) GPR-FT/FP Norm: "Norm for the Management and Prevention of Risks of Terrorism Financing and Financing of the Proliferation of Weapons of Mass Destruction," contained in Resolution No. CD-SIBOIF-980-1-ENE18-2017, published in La Gaceta, Official Journal No. 27, of February 8, 2017.

d) AML/CFT/FP: Prevention of risks of money and/or asset laundering and/or terrorism financing and/or financing of the proliferation of weapons of mass destruction.

TITLE II – REQUIREMENTS FOR CONSTITUTION AND COMMENCEMENT OF OPERATIONS

SECOND: Requirements to constitute. - Interested parties wishing to provide fiduciary services as a legal person must constitute themselves as anonymous societies with a single social object and submit an application to the Superintendent accompanied by the following documents:

a) The draft social deed and its bylaws.

b) Minutes demonstrating the deposit in the current account of the Superintendent, for the value of 1% of the minimum social capital amount, for the processing of the application. Once operations have commenced, this deposit will be returned to the promoters. In case the application is denied, 10% of the deposit amount will be paid to the General Treasury of the Republic, and the balance will be returned to the promoters. In case of withdrawal, 50% of the deposit will be paid to the General Treasury of the Republic. For the purposes indicated in this letter, the applicant must request from the Superintendent the account and name of the bank entity where the deposit will be made.

c) The economic-financial feasibility study, which must include, among other aspects, considerations on the market and projected financial statements for the first three years.

d) Evidence of the constitution of a guarantee in accordance with what is established in Article 11 of Resolution CDMF-XIX-2-25, dated June 4, 2025, regarding the "Norm on Authorization and Regulation of Non-Bank Providers of Fiduciary Services."

e) Information regarding its shareholders.

1. For natural persons:

i. Curriculum vitae documented with the information required in Annex 1 of this regulatory provision.

ii. Notarially certified photocopy of the citizen identification card on both sides for nationals, or of the identity card for residents, or of the passport in the case of foreigners, in accordance with the law on the matter.

iii. Patrimonial statements and a list of income and expenses, with the information required in Annex 3 of this regulatory provision, signed by the interested party and certified by an Authorized Public Accountant (CPA) or equivalent professional in the country where it is issued. The figures must be expressed in book value in accordance with accounting standards.

iv. Notarially certified photocopy of the record of the Single Taxpayer Registry (RUC), in accordance with the law on the matter. In the case of foreigners not domiciled in the country, they must present the equivalent used in the country where they pay taxes, with the respective authentication or apostille.

v. Certificate of judicial and/or police records with an age not exceeding two months from the date of the application, issued by the corresponding national instances in the case of persons domiciled in Nicaragua, and by the competent foreign organism, with the corresponding authentication or apostille, when it concerns persons not domiciled in Nicaragua or natural persons residing in Nicaragua who have been residents abroad in the last 15 years.

vi. A minimum of two (2) banking or commercial references with an age not exceeding two months from the date of the application (national or foreign). If they have worked in public institutions, a certificate of solvency from the Comptroller General of the Republic or the corresponding control organism in the case of foreigners is required. These references must not be issued by the societies that will be shareholders of the fiduciary nor by societies belonging to the economic interest group to which they belong.

vii. Declaration before a public notary stating that they are not subject to any of the situations contemplated in Article 29, numbers 1, 5, 6, 7, 8, and 9 of Law No. 561, as indicated in Annex 2 of this regulatory provision.

viii. Report of their obligations in the financial system issued by a risk center or national or foreign credit bureau, when it concerns persons not domiciled in Nicaragua or natural persons residing in Nicaragua who have been residents abroad in the last 15 years.

ix. Detailed list of related natural and legal persons, as well as those constituting their interest unit, based on the criteria established in Article 55 of Law No. 561 and the regulations governing concentration limits, for which they must fill out Annexes 4A and 4B of this regulatory provision.

2. For legal persons:

i. Notarially certified photocopy of the testimony of the public deed of constitution of the society, bylaws, and their modifications, if any, duly registered in the corresponding Public Registry. In the case of foreign legal persons, the equivalent documents, with the corresponding authentications or apostilles.

ii. Original notarial certification of the minutes in which the authorization granted by the corresponding corporate instance is recorded, to participate as organizer and/or shareholder of the new company and the amount of investment destined for that object.

iii. Names of the members of the board of directors, as well as the curriculum vitae of each of its members, which shall be presented in accordance with Annex 1 of this regulatory provision.

iv. A minimum of two (2) banking or commercial references with an age not exceeding two months from the date of the application (national or foreign). These references must not be issued by the societies that will be shareholders of the fiduciary nor by societies belonging to the economic interest group to which they belong.

v. Copy of the report of independent auditors on the audited financial statements, corresponding to the two accounting periods prior to the date of the application, as applicable.

vi. Certificate of judicial and/or police records with an age not exceeding two months from the date of the application, of the legal representative and members of the board of directors of the society, issued by the corresponding national instances in the case of persons domiciled in Nicaragua, and by the competent foreign organism, with the corresponding authentication or apostille, when it concerns persons not domiciled in Nicaragua or persons residing in Nicaragua who have been residents abroad in the last 15 years.

vii. Report of their obligations in the financial system issued by a risk center or national or foreign credit bureau (in the latter case, when it concerns legal persons not domiciled in Nicaragua).

viii. List and percentage of participation of natural person shareholders, ultimate beneficial owners of the shares, in a succession of legal persons, of the legal person shareholder promoter of the fiduciary in formation. The natural person ultimate owners must comply with the information requirements established in number 1 of this letter e. Likewise, a scheme must be presented reflecting the shareholding structure, showing whether the participation in this succession of companies is individual or together with their related parties, indicating the full names of the natural or legal persons contained in this organizational chart. The information presented must allow identifying, in the terms of Law No. 977, the ultimate beneficiary of the fiduciary to be constituted.

f) For all shareholders, documentary evidence of the lawful origin of the patrimony to be invested in the new society. At a minimum, this documentation must include:

1. Information on the bank accounts from which the money comes.

2. Information on the origin of the money deposited in said accounts.

3. Notarial declaration on the origin of the patrimony (information on the activities from which the patrimony comes, such as: businesses, inheritances, donations, among others) and evidence that the money comes from them.

g) The names of the members who will integrate the board of directors, the general manager and/or principal executive, and internal auditor, who must comply with the requirements established in the regulations governing the matter on requirements to be a director, general manager and/or principal executive, and internal auditor of financial institutions. Additionally, the name of the Administrator of Prevention of ML/FT Risks, who must comply with the professional qualities and requirements established in the AML/CFT Norm.

h) Any other document or information determined by the Superintendent.

All information and/or documentation required by this article, which is in a language other than Spanish, must be presented with its corresponding translation, which must comply with what is stipulated in the national laws on the matter or with the laws of the country where the translation is carried out.

Documents originating from abroad that are required of natural or legal persons in this article must comply with the requirements established by the laws on the matter so that they can produce legal effects in the country.

Interested parties in becoming part of the society must authorize in writing the Superintendent so that he can request information from the corresponding natural and legal persons, with the purpose of proving their honorability and competence.

The application and documents presented to the Superintendent must be delivered in original and two notarially certified photocopies.

THIRD: Requirements to constitute as a natural person fiduciary. - Natural persons interested in providing fiduciary services must submit an application to the Superintendent accompanied by the documents referred to in letters b), c), d), e), number 1, f), and h) of section SECOND of this regulatory provision. The information and/or documentation to be presented must also comply with the formalities and other requirements established in the final paragraphs of the previous section.

FOURTH: Requirements to commence operations of a legal person fiduciary. - To commence operations, legal person fiduciaries must comply with the following requirements:

a) Notarially certified photocopy of the testimony of the public deed of social constitution and its bylaws with the corresponding registration reasons in the Public Registry.

b) Evidence that it has the minimum paid social capital, net of losses.

c) Opening Balance Sheet in accordance with the accounting framework issued by this Superintendent and certified by an Authorized Public Accountant.

d) Original certification of the minutes of the appointments of the directors for the first period, the general manager and/or principal executive, internal auditor, and the administrator of prevention of ML/FT risks. Those who are subject to numbers 1, 5, 6, 7, 8, and 9 of Article 29 of Law No. 561 cannot be members of the board of directors of a fiduciary, for which they must present a declaration before a public notary, in accordance with the format to be supplied by the Superintendent. The impediments referred to above will be applicable at all times, and the person subject to any of them will cease from their position from the notification by the Superintendent.

e) Have technological infrastructure and human resources, appropriate to the nature, complexity, volume of transactions, and their own risk profile, in correspondence with their operations, clients, products and services, distribution channels, markets, and technologies.

f) Have the following manuals, policies, regulations, and/or systems approved by the board of directors:

1. Manual for the management of technological risks and automated information systems that meet the conditions of security, availability, functionality, efficiency, reliability, confidentiality, auditability, and integrity.

2. Internal control manual in accordance with the operations described in this norm.

3. AML/CFT/FP Program, which must at minimum consider the following guidelines and lines:

i. That policies, procedures, monitoring systems, and controls necessary to manage the prevention of ML/CFT/FP risks through trust operations carried out in their capacity as fiduciary are established, including alert signals for their monitoring and early detection of suspicious operations, analysis, escalation, documentation, and reporting to the competent authority as appropriate, in accordance with the regulations issued by this body.

ii. That, with respect to the settlor, information on their professional or business activity and on the origin of the funds contributed to the trust is obtained and verified. In all cases, it must be determined whether the settlor has or has had the status of politically exposed person, is a national or resident of a country, territory, or jurisdiction of risk, or is subject to designations by competent international organisms in matters of AML/CFT/FP, in accordance with Law No. 977.

iii. That in the case of beneficiaries or, when they are still pending designation, the category of persons for whose benefit the trust has been created or acts, or in the case of beneficiaries designated by characteristics or classes, the necessary information is obtained to establish the identity of the beneficiary at the latest at the time of payment or when the beneficiary intends to exercise the conferred rights.

iv. That the fiduciary gives continuous follow-up to the business relationship of the trust, for which it must review operations to guarantee that they coincide with the risk profile of the trust; as well as, guarantee that documents, data, and information relating to the trust and its beneficial owners obtained in the due diligence process are preserved, for the term established in Law No. 977, and that the aforementioned documentation and information is updated and available to the competent authority.

v. That the fiduciary does not establish business relationships nor execute trust operations when it cannot apply the legally and normatively required due diligence measures, particularly when it cannot obtain documentation and information from any of the intervening parties consistent with the risk thereof; in this case, it must consider submitting a report of suspicious operations to the competent authority in accordance with the provisions of the law on the matter and current regulations.

vi. That the fiduciary establishes mechanisms to inform its status as fiduciary, prior to establishing business relationships or intervening in any operations with another obligated subject supervised by this Superintendent, within the framework of the respective trust contract in accordance with Law No. 741.

vii. Keep informed and trained in a general manner on their respective AML/CFT/FP Program, all their executives, officials, and employees; and, in a special and focused manner, towards those who belong to areas or are in charge of products that, according to their profile, need, linkage, and impact, are more exposed to these risks.

viii. The AML/CFT/FP Program must comply and adjust to the AML/CFT Norm and GPR-FT/FP Norm, insofar as they are applicable, to the resolutions, instructions, and guidelines of the Superintendent; to the national legal framework, including international conventions on the matter of which Nicaragua is a party; to codes of conduct, guides, corporate mandates, recommendations of audits, evaluations, and periodic self-evaluations, among others; that are related to the prevention of ML/CFT/FP risks.

g) Have a code of ethics approved by the board of directors that contemplates aspects related to the policies adopted by the society to control and administer potential conflicts of interest that arise in their daily activity; business opportunities, confidentiality of information; fair treatment of their clients, suppliers, and employees; use and protection of their assets; compliance with laws, regulations, and norms applicable to them; sanctions applicable for non-compliance, among others.

h) Any other requirement determined by the Superintendent in relation to the activities that the company will develop and/or to the management of its inherent risks.

FIFTH: Requirements to commence operations of a natural person fiduciary. - To commence operations, natural person fiduciaries must comply with the requirements established in letters b), e), f), g), and h) of the previous section of this regulatory provision.

SIXTH: Fiduciaries in operation. - Fiduciaries that are currently operating will have a period of up to ninety (90) days counted from the entry into force of Resolution CDMF-XIX-2-25, dated June 4, 2025, regarding the "Norm on Authorization and Regulation of Non-Bank Providers of Fiduciary Services" to submit the registration application to the Superintendent.

Legal and natural person fiduciaries must present an action plan to adapt to the requirements established in this regulatory provision, with compliance dates and responsible parties, which will be approved by the Superintendent. Likewise, they must include the requirements to constitute themselves as follows:

a) Legal Person: section SECOND with the exception of letter "c", for which they must present the budget projection for three years, with description of the business strategy and operational model; likewise, compliance with the requirements established to commence operations and the other aspects contemplated.

b) Natural Person: section THIRD with the exception of letter "c", for which they must present the budget projection for three years, with description of the business strategy and operational model; likewise, compliance with the requirements established to commence operations and the other aspects contemplated.

TITLE III – OTHER REGULATORY PROVISIONS

SEVENTH: Accounting Framework. - For the recording of their operations, non-bank providers of fiduciary services will use the Accounting Framework approved by the Superintendent.

EIGHTH: Hiring of External Audit Firms. - Natural and legal person fiduciaries must hire annually, at the latest within the third quarter of the year to be audited, the services of Firms registered in this Superintendent and comply with what is established in Resolution No. CD-SIBOIF-1129-2-SEP10-2019, "Norm on External Audit." Likewise, fiduciaries must communicate to the Superintendent the name of the selected Firm within a maximum period of five (5) days, counted from the signing of the contract, attaching a copy of the certification of the board of directors minutes where the contracted firm is approved and indicating names and positions of the audit team.

The Superintendent may dispose of the non-hiring of a selected Firm when there are technical, legal, or other reasons, duly justified, that merit it.

NINTH: Transfer of shares. - Interested parties in acquiring shares of non-bank providers of fiduciary services must have the authorization of the Superintendent, complying for such effect with the requirements established in the regulations governing the matter on transfer, transfer, or acquisition of shares of supervised financial institutions, insofar as applicable.

TENTH: Reporting. - Fiduciaries must inform the Superintendent about the trusts they constitute each month, according to the detail established in the Official Calendar for the delivery of information required by the Superintendent; without prejudice to the rest of information or periodic or specific statistics that may be requested from them exceptionally for purposes of supervision and/or compliance with requirements of authorities and/or competent organisms.

ELEVENTH: Confidentiality. - Non-bank providers of fiduciary services cannot provide information on the identity of their clients, except by express authorization of these, by order of a judicial authority, by the Superintendent, or by other institutions empowered by law for such effects, as appropriate. Likewise, they cannot disseminate or use said information for their own benefit or for third parties, for purposes other than those that motivated their supply. For such purposes, non-bank providers of fiduciary services must establish measures that guarantee compliance with what is provided in this article.

TWELFTH: Validity. - This resolution will enter into force from its publication on the website of the SIBO