Resolution SBS No. 4797-2015: Regulation on Opening, Conversion, Transfer or Closure of Offices and Use of Shared Premises

Los Laureles Nº 214 - Lima 27 - Perú Telf. : (511)6309000 Fax: (511) 6309239 Lima, August 21, 2015 S.B.S. Resolution No. 4797-2015

The Superintendent of Banking, Insurance and Private Pension Fund Administrators:

CONSIDERING:

That, through Resolution SBS No. 6285-2013, the regulations governing the opening, conversion, transfer or closure of offices, as well as the use of shared premises applicable to companies in the financial system, insurance companies and electronic money issuing companies, were approved;

That, it is necessary to clarify certain aspects of the aforementioned regulations in order to ensure that these customer service channels contribute to financial inclusion;

That, in order to collect opinions from the general public regarding the proposed modifications to the financial and insurance system regulations, the pre-publication of the draft resolution was ordered on the Superintendence's electronic portal, under the provisions of Supreme Decree No. 001-2009-JUS;

Having received the approval of the Adjunct Superintendencies of Banking and Microfinance, Insurance, Risks, Economic Studies and Legal Advice; and,

In exercise of the powers conferred by numbers 7 and 9 of article 349 of the General Law of the Financial System and the Insurance System and the Organic Law of the Superintendence of Banking and Insurance – Law No. 26702 and its modifying regulations;

RESOLVES:

Article First.- Approve the “Regulation on the Opening, Conversion, Transfer or Closure of Offices and Use of Shared Premises”, as indicated below:

Los Laureles Nº 214 - Lima 27 - Perú Telf. : (511)6309000 Fax: (511) 6309239

“REGULATION ON THE OPENING, CONVERSION, TRANSFER OR CLOSURE OF OFFICES AND USE OF SHARED PREMISES”

CHAPTER I
GENERAL PROVISIONS

Article 1°.- Scope
This regulation applies to multiple operations companies, specialized companies, investment banks and insurance companies, indicated in letters A, B, C and D of article 16 of the General Law of the Financial System and the Insurance System and the Organic Law of the Superintendence of Banking and Insurance - Law No. 26702 and its modifying regulations, hereinafter General Law, to the Bank of the Nation, to the Agricultural Bank, to the Development Financial Corporation (COFIDE), to the Mivivienda Fund S.A., and to Electronic Money Issuing Companies (EEDE), hereinafter companies.

Article 2°.- Definition
Offices are physical establishments through which the company serves the public to carry out operations and services. Offices can be of the following types:

2.1. Head Office
It is the office constituted as the legal domicile of the company, which can carry out any of the operations and services permitted to the company and where the senior management that organizes, administers and directs the activities and businesses that are part of the corporate purpose of the institution is generally located.

2.2. Branch
It is the office that depends on the head office, can carry out all operations and services permitted to the company and can maintain its own accounting. Likewise, it can supervise other branches, special offices and shared premises, in which case they are authorized to centralize the accounting of the offices under their charge.

2.3. Subsidiary
It is the office located abroad, depends on the head office and can carry out all operations and services permitted to the company. The subsidiary maintains its own accounting.

2.4. Special Office
It is the office distinct from the offices described in the preceding numbers, which depends on the head office or some branch and that can only carry out some of the operations and services permitted to the company.
The special office can be:
i) Fixed or mobile. ii) Permanent or Temporary. The temporary office cannot be valid for a period greater than six months and is usually associated with a specific event.

2.5. Shared Premises
It is the office modality in which a branch or special office shares physical space with another company, for the provision of operations and services to which they are authorized. This office modality includes agreements that allow sharing different customer service counters, as well as space leasing, among other forms. The respective authorization process is detailed in article 4 of this regulation.

Los Laureles Nº 214 - Lima 27 - Perú Telf. : (511)6309000 Fax: (511) 6309239

CHAPTER II
AUTHORIZATION FOR OPENING, CONVERSION, TRANSFER OR CLOSURE OF OFFICES

Article 3°.- Head Office, Branches and Special Offices
Companies must request, as appropriate, prior authorization for the opening, conversion, transfer or closure of their offices, indicating their location and exact address and attaching a copy of the agreement of the competent social body. In the case of a mobile special office, instead of the exact address, the geographic area in which it will or did carry out its operations must be indicated.

In the cases of opening or conversion, additionally, the company must keep at the disposal of this Superintendence the corresponding economic feasibility profile with the minimum content indicated in article 9 of this regulation, for the supervision actions that correspond.

The competent social body may delegate to the General Manager, or to a Management Committee, the capacity to approve and request authorization from this Superintendence for the opening, transfer, conversion and closure of special offices and branches, in which case, they must indicate in the request the body that made the decision and attach a copy of the agreement delegating such powers.

Article 4°.- Shared Premises
The company that agrees to the opening of a branch or special office under the shared premises modality, must present a request for prior authorization to this Superintendence indicating its location and exact address or geographic area in case of mobile special office, attaching a copy of the agreements of the social bodies of the companies that decide to share premises.

The company must keep at the disposal of this Superintendence the economic feasibility profile with the content indicated in article 9 of this regulation and the contract signed by both parties indicating the period of validity, the operations and services that each of them will provide in the shared premises; among other aspects.

The competent social body may delegate to the General Manager, or to a Management Committee, the capacity to approve and request authorization from this Superintendence for the procedures referred to shared premises, in which case, they must indicate in the request the body that made the decision and attach a copy of the agreement delegating such powers.

For the case of transfers or closures, the corresponding authorization procedures must be carried out independently by each company that shares the premises.

During the use of shared premises, companies must comply with the following measures: a) Indicate on the exterior part of the building, the full names, including the symbols of the companies that share the building; and b) Adequately identify the respective location of the assigned places.

Los Laureles Nº 214 - Lima 27 - Perú Telf. : (511)6309000 Fax: (511) 6309239

Article 5°.- Subsidiaries
Companies must request the prior authorization of this Superintendence for the opening, transfer and closure of subsidiaries, indicating their location and exact address and attaching a copy of the agreement of the competent social body. For the case of opening, they must additionally attach the economic feasibility profile with the minimum content indicated in article 9°, as well as a declaration of compliance with the requirements established for such purpose in the legislation of the host country.

The Superintendence will obtain the opinion of the Central Reserve Bank before issuing its pronouncement on the opening of a subsidiary of a company in the financial system. The transfer or closure of any subsidiary of the financial system will be brought to the knowledge of said Central Bank.

Article 6°.- Conversion between types of offices
The conversion referred to in article 3° can be carried out between the different types of offices referred to in article 2 of this regulation.

Article 7°.- Transfers and geographic and economic influence area
The transfer of the offices referred to in articles 3 and 4 of this regulation, can only refer to the geographic and economic influence area indicated in the “Economic Feasibility Profile” referred to in article 9 prepared by the company for the opening or conversion of the office to be transferred. When the transfer of the office must be carried out outside the aforementioned influence area, it will be considered as the closure and opening of an office respectively.

Article 8°.- Companies classified in risk category A
For the authorizations referred to in articles 3 and 4 of this regulation, relating to offices included in the annual programming referred to in article 10 and its respective updates, companies classified in the risk category “A”, and which have had such classification during the two previous semesters, only need to previously communicate the location and exact address or geographic area in case of mobile special office in which they will or did carry out their operations of the offices subject to authorization. In the cases of opening, transfer and conversion, the geographic and economic influence area of the office must additionally be communicated. Companies must keep at the disposal of this Superintendence, all the documentation indicated in the aforementioned articles.

The corresponding authorizing resolutions will be issued within a period not greater than five (5) business days from receipt of the aforementioned communication.

Article 9°.- Economic feasibility profile
The economic feasibility profile must contain as a minimum the following information:

1. Geographic and economic influence area of the proposed office up to district level. The location and address where the office will function or geographic area in case of mobile special office will also be indicated.
2. Total population and economically active population of the operating zone.
3. Analysis of the relevant market, in the last two (02) years, as well as an estimate of the proposed office's participation in said market. For the case of insurance companies, study of the development of the insurance market in the zone to be located, with a two (02) year retrospective.

Los Laureles Nº 214 - Lima 27 - Perú Telf. : (511)6309000 Fax: (511) 6309239

4. Operations and/or services intended to be offered.
5. Functional organizational chart and staff needs table, indicating the organic dependence of the office in question, as well as the offices under its responsibility if applicable.
6. Projection of financial statements, calculation of profitability and break-even point.
7. Security measures adopted for the office, according to the risk of the operations it carries out.

In the case of temporary special offices, numbers 2, 3 and 6 will not be required.

CHAPTER III
INFORMATION TO THE SUPERINTENDENCE

Article 10°.- Annual programming and submission of information
Companies must send to this Superintendence, no later than March 31 of each year, the annual programming of opening, conversion, transfer or closure of offices and shared premises, with the content and format established in Annex A of this regulation.

The physical submission of said programming and its update may be replaced by its submission and/or entry through computer applications established by this Superintendence. Such programming and its respective modifications must be approved by the Board of Directors or equivalent body.

Within seven (7) calendar days of formalizing the opening, transfer, conversion or closure of the offices or use of shared premises, companies must report to this Superintendence Annex B “Office Movement” according to the computer applications established by this Superintendence.

Companies must send within the first thirty (30) calendar days of the month of January an inventory of the offices in operation as of the end of the previous fiscal year according to the format of Annex C of this regulation, according to the electronic format or application established by this Superintendence.

In the cases of merger by absorption or constitution of a new entity, the new company or the absorbing one must send within fifteen (15) calendar days of the corresponding authorization of the Superintendence, the list of offices that remain in force after the merger, and the authorization requests that are considered necessary must be sent within the same period.

FINAL PROVISIONS

First.- It is not subject to prior authorization nor constitutes a type of office those installations that have the exclusive function of providing promotion and information services on operations for which the company is authorized and/or collecting documentation related to these, the company being responsible for the documentation received. In these installations no type of operation can be carried out. The Superintendence may request the list, location and characteristics of these installations, through the electronic formats established for this effect.

Los Laureles Nº 214 - Lima 27 - Perú Telf. : (511)6309000 Fax: (511) 6309239

Second.- When more than one (1) calendar year has elapsed, counted from the date of the corresponding authorizing resolution, without the respective authorization being implemented, it will become void.

Article Second.- Annexes A “Format for annual office programming”, B “Office Movement” and C “Inventory of offices in operation” of the Regulation on the opening, conversion, transfer or closure of offices and use of shared premises, which are an integral part of this Resolution, are published on the Institutional Portal (www.sbs.gob.pe), as provided in Supreme Decree No. 001-2009-JUS.

Article Third.- Modify the denomination and content of procedures No. 11 “Authorization for the opening of offices of the companies indicated in article 16 of Law No. 26702 and EEDEs”, No. 12 “Authorization for the transfer of offices of the companies indicated in article 16 of Law No. 26702 and EEDEs”, No. 13 “Authorization for the conversion of offices of the companies indicated in article 16 of Law No. 26702 and EEDEs”, No. 14 “Authorization for the closure of offices of the companies indicated in article 16 of Law No. 26702 and EEDEs”, No. 15 “Authorization for the opening, transfer or closure of subsidiaries of the companies indicated in article 16 of Law No. 26702 and EEDEs” and No. 16 “Authorization for the use of shared premises of the companies indicated in article 16 of Law No. 26702 and EEDEs”, of the Single Text of Administrative Procedures of this Superintendence, approved by Resolution SBS No. 3082-2011, whose text is attached to this Resolution, and is published in accordance with what is provided in Supreme Decree 004-2008-PCM, Regulation of Law No. 29091. (Institutional Portal www.sbs.gob.pe).

Article Fourth.- This resolution will enter into force from the day following its publication in the Official Newspaper “El Peruano”, from which date the Regulation approved by Resolution SBS No. 6285-2013 will become void.

Register, communicate and publish.

DANIEL SCHYDLOWSKY ROSENBERG
Superintendent of Banking, Insurance and
Private Pension Fund Administrators

Los Laureles Nº 214 - Lima 27 - Perú Telf. : (511)6309000 Fax: (511) 6309239

ANNEX B
OFFICE MOVEMENT

COMPANY NAME ................................. COMPANY CODE...................
OFFICE CODE......................

I. Type of authorized movement
(mark with an X the corresponding box)

Office Type	Movement
Opening	Conversion
Head Office
Branch
Subsidiary
Special Office

II. Shared premises
Shared premises | Name of the company/ies with which the premises are shared | Office Type |

III. S.B.S. Authorization
S.B.S. Resolution No.: Date:
Notification Date:

IV. Data of the authorized office
Date of execution of the office movement:

NEW OFFICE LOCATION	PREVIOUS OFFICE (*)
Country ()
Department
Province
District
Urbanization
Address
Telephone

(*) Only in case of transfers
() Only in case of subsidiaries

V.- Functional organization of the office
Supervising office or dependent on the office | Carries or does not carry its own accounting | Number of staff working in the authorized office | Number of ATMs depending on the office | Number of correspondent cashiers depending on the office | Number of EOBs depending on the office |

GENERAL MANAGER | GENERAL ACCOUNTANT
Reg. No. ..................

Los Laureles Nº 214 - Lima 27 - Perú Telf. : (511)6309000 Fax: (511) 6309239

ANNEX A *
FORMAT FOR ANNUAL OFFICE PROGRAMMING 1/

Type of Office 2/ | Modality 3/ | Geographic Location | Influence Area Geographic 4/ | Estimated Date Start of Operations | Planned Investment --- | --- | --- | --- | --- | --- Shared / Not Shared | | District | Province | Department | Shared
| | | | | Total

Total Offices
Opening:
Conversion:
Transfer:
Closure:

*Ex-Annex E

1/ The number of offices that the company intends to establish, convert, transfer and/or close during the year.
2/ Branch, Subsidiary, Permanent Special Office 3/ Opening, Conversion, Transfer or Closure 4/ At district level(s) and the province and department to which the district(s) belong(s) must be specified.

Los Laureles Nº 214 - Lima 27 - Perú Telf. : (511)6309000 Fax: (511) 6309239

ANNEX C*
INVENTORY OF OFFICES IN OPERATION 1/

COMPANY NAME ................................. COMPANY CODE...................
SBS Code | Office 2/ | Type of Office 3/ | Address | District | Province | Department | Resolution No. Opening | Date of Resolution Opening | Shared / Not Shared --- | --- | --- | --- | --- | --- | --- | --- | --- | --- *Ex-Annex F | | | | | | | | |

1/ It is the number of offices that are operational as of the date.
2/ Code provided by the SBS
3/ Branch, Subsidiary, Special Office