Resolution SBS No. 5076-2018: Regulation of Special Regimes and Liquidation of Savings and Credit Cooperatives Not Authorized to Capture Public Funds

Lima, December 26, 2018
S.B.S. Resolution
No. 5076-2018

The Superintendent of Banking, Insurance and Private Pension Fund Administrators

CONSIDERING:

That, by SBS Resolution No. 540-99 and its amendments, the Regulations for Savings and Credit Cooperatives Not Authorized to Operate with Public Funds were approved, in whose Title III provisions applicable to the dissolution and liquidation of savings and credit cooperatives not authorized to operate with public funds are established;

That, Law No. 30822, Law that modifies Law No. 26702, General Law of the Financial System and Insurance System and Organic Law of the Superintendency of Banking and Insurance, and other concordant norms, regarding the regulation and supervision of savings and credit cooperatives not authorized to capture public funds, hereinafter Coopac, modified the Twenty-Fourth Final and Complementary Provision of the General Law of the Financial System and Insurance System and Organic Law of the Superintendency of Banking and Insurance - Law No. 26702 and its modifying norms, hereinafter General Law, establishing new provisions regarding the special regimes and liquidation of Coopacs;

That, in items 4-A, 4-B and 5-A of the Twenty-Fourth Final and Complementary Provision of the General Law, the regulatory powers of the Superintendency in matters of Coopac are indicated, as well as the basic norms on the intervention, dissolution and liquidation regimes of Level 1 and 2 Coopacs, specifying in items 4-B.7 and 5-A.5 that the Superintendency will regulate through Regulation the surveillance, intervention, dissolution and liquidation regimes applicable to Level 3 Coopacs;

That, it is necessary to issue a specific norm referring to the special regimes and liquidation of Coopacs that collects and regulates what is established in Law No. 30822 in accordance with the provisions for special regimes and liquidation contemplated in the current normative framework, necessary for the execution of the functions that Law No. 30822 attributes to the Superintendency regarding surveillance, intervention, as well as dissolution and liquidation of Coopacs;

That, the procedure that the Superintendency will apply to comply with what is stated in the Sixth Complementary Transitory Provision of Law No. 30822 will be established in a subsequent general norm;

That, for the purpose of collecting opinions from the general public regarding the proposed regulation, the draft resolution on the matter was pre-published on the electronic portal of the Superintendency, under the provisions of the Thirty-Second Final and Complementary Provision of the General Law, item 2 of the Fifteenth Complementary Final Provision of Law No. 30822 and Supreme Decree No. 001-2009-JUS;

Having the previous technical report and positive opinion on the viability of the norm from the Assistant Superintendent of Cooperatives and with the approval of the Assistant Superintendencies of Cooperatives and Legal Advisory, and;

In exercise of the powers established in items 7 and 9 of article 349, as well as in items 4-A, 4-B and 5-A of the Twenty-Fourth Final and Complementary Provision of the General Law;

RESOLVES:

Article First.- Approve the “Regulation of Special Regimes and of the Liquidation of Savings and Credit Cooperatives Not Authorized to Capture Public Funds”, in the following terms:

“REGULATION OF SPECIAL REGIMES AND OF THE LIQUIDATION OF SAVINGS AND CREDIT COOPERATIVES NOT AUTHORIZED TO CAPTURE PUBLIC FUNDS

CHAPTER I
DEFINITIONS

Article 1.- Definitions
For the purposes of what is provided in this Regulation, the following definitions shall be considered:

1. Assembly: General Assembly of Members or delegates, as appropriate.
2. Central Offices: Central Offices of Savings and Credit Cooperatives Not Authorized to Capture Public Funds.
3. Coopac: Savings and credit cooperative not authorized to capture public funds.
4. Days: Calendar days, unless otherwise indicated.
5. Directors: The members who are titular members of the Board of Directors, Supervisory Council, Education Committee and Electoral Committee; as well as the substitute members of each of them.
6. Manager: Official who has decision-making capacity on matters of relevance within the Coopac.
7. Coopac Law: Law No. 30822, Law that modifies Law No. 26702, General Law of the Financial System and Insurance System and Organic Law of the Superintendency of Banking and Insurance, and other concordant norms, regarding the regulation and supervision of Coopacs.
8. General Law: General Law of the Financial System and Insurance System and Organic Law of the Superintendency of Banking and Insurance, Law No. 26702 and its modifying norms.
9. Superintendency: Superintendency of Banking, Insurance and Private Pension Fund Administrators.
10. LGC: Unified Text of the General Cooperative Law approved by Supreme Decree No. 074-90-TR, or text that replaces or modifies it.
11. Coopac Register: National Register of Savings and Credit Cooperatives Not Authorized to Capture Public Funds.

CHAPTER II
SPECIAL REGIMES APPLICABLE TO LEVEL 1 OR 2 COOPACS

SUBCHAPTER I
INTERVENTION OF LEVEL 1 OR 2 COOPACS

Article 2.- Grounds for the intervention regime
The Superintendency intervenes in any Level 1 or 2 Coopac that incurs in the following grounds:

1. By a decrease in the number of members to less than the minimum derived from the number of directors established in the Coopac's statutes when dealing with primary cooperatives, and to a single cooperative when dealing with central offices;
2. By total loss of share capital and cooperative reserve;
3. By conclusion of the specific object for which the Coopac was constituted; or
4. When it lacks a representative with sufficient powers to administer the Coopac, or there is a conflict regarding the legitimacy of the Coopac's representative that makes regular functioning of the Coopac unviable.

Article 3.- Duration of Intervention
Intervention has a maximum duration of forty-five (45) days. The Superintendency executes the intervention considering the timeframes mentioned in articles 7 and 8.

Article 4.- Consequences of Intervention
Indissoluble consequences of the intervention and subsisting until it concludes are:

1. The competence of the Assembly is limited exclusively to the matters indicated in article 7;
2. The suspension of the Coopac's operations;
3. The determination of real assets according to what is established in article 5;
4. The application of the prohibitions contained in article 6, from the publication of the resolution determining submission to the intervention regime; and,
5. Others that the Superintendency deems pertinent for compliance with what is provided in this chapter.

Article 5.- Determination of Real Assets
5.1 Once a Level 1 or 2 Coopac is submitted to the intervention regime, the Superintendency may determine its real assets. If as a consequence of said evaluation, the determined assets are less than those indicated by the Coopac, the Superintendency proceeds to adjust the latter, first, charged against the surplus of the fiscal year and accumulated amounts. In case the adjustment is insufficient, reserves discretionary, cooperative reserve and share capital are applied, in this order. In case share capital is not sufficient to cover the Coopac's losses, the Superintendency applies ex officio accrued but unpaid interest and the principal of subordinated debt redeemable from supplementary capital for the case of Coopacs authorized to do so, according to article 16 and the last paragraph of article 18 of the Subordinated Debt Regulation applicable to Financial System Companies approved by SBS Resolution No. 975-2016.

5.2 The determination of real assets and, if applicable, the reduction of share capital gives rise to the issuance of a resolution by the Superintendency. The Board of Directors and General Management are obliged to register the accounting adjustments determined by the Superintendency, in the financial statements issued at the end of the corresponding month.

5.3 The Superintendency must evaluate the need to contract asset valuation studies charged to the resources of the Coopac submitted to the intervention regime. Likewise, the Coopac must immediately make available the inventory and custody of all credit files, including securities that evidence or guarantee obligations in favor of the Coopac, as well as any other active asset possessed by the Coopac.

Article 6.- Prohibitions
From the date of publication of the intervention resolution of a Level 1 or 2 Coopac, it is prohibited:

1. To initiate judicial or administrative proceedings against it for the collection of debts owed to it.
2. To pursue the execution of judicial resolutions issued against it.
3. To constitute liens on any of its assets as security for the obligations concerning it.
4. To make payments, advances or compensations or assume obligations on its behalf, with the funds or assets belonging to it and in the possession of third parties.
5. To constitute precautionary measures against assets of the Coopac under intervention.

Article 7.- Call for Assembly
7.1 The Superintendency calls the Assembly, which must take place within a maximum period of ten (10) days counted from the start of the intervention. The call made by the Superintendency will be through the publication of a notice in the Official Newspaper “El Peruano” and in a major circulation newspaper, at the legal domicile of the Coopac, with a minimum advance of three (03) days.

7.2 The Superintendency's representative is authorized to sign the record of call and quorum of the Assembly. For registration purposes, the Registrar only requires the Resolution of the Superintendency ordering the call and the corresponding record of call and quorum.

7.3 While the intervention lasts, the competence of the Assembly is limited exclusively to topics referred to in the call made by the intervenors.

Article 8.- Activities during Intervention
8.1 During the first thirty (30) days, the Coopac can lift the grounds that gave rise to the declaration of the intervention regime, to the satisfaction of the Superintendency, ending said regime. If the aforementioned does not occur, the Cooperative Deposit Insurance Fund proceeds to pay covered deposits, subrogating itself in the legal position of depositants in the judicial liquidation process that is ordered.

8.2 Likewise, if the grounds that gave rise to the declaration of the intervention regime are not lifted during the first thirty (30) days, the Coopac is subject to exclusion from the Coopac Register and its dissolution is declared.

8.3 The declaration of intervention of a Coopac and designation of intervenors, as well as the lifting of the intervention regime if applicable, is registrable in public records by virtue of the resolution issued by the Superintendency alone.

SUBCHAPTER II
DISSOLUTION AND LIQUIDATION OF LEVEL 1 OR 2 COOPACS

Article 9.- Dissolution and liquidation of Level 1 or 2 Coopacs
9.1 For Level 1 or 2 Coopacs, upon completion of the intervention regime without the grounds that gave rise to their declaration having been lifted, or when a Level 1 or 2 Coopac is excluded from the Coopac Register for reasons determining its dissolution, or when a Level 1 or 2 Coopac presents inactivity, does not fulfill the social object for which it was constituted, or does not present associative life during a continuous period of two (2) years, the Superintendency issues the corresponding dissolution resolution and appoints a temporary administrator who will assume the representation of the Coopac.

9.2 In cases where the temporary administrator verifies that there are assets to liquidate, the liquidation is judicial. For this effect, the temporary administrator requests the specialized commercial civil judge or, failing that, the one corresponding, from the domicile of the Coopac, through an Execution Process, to designate a liquidator and order the start of the judicial liquidation of the Coopac. The executive title that gives merit to the start of the aforementioned execution process is the resolution of the Superintendency and the report of the temporary administrator.

9.3 The specialized commercial civil judge or, failing that, the one corresponding, receives the periodic reports and final report of the liquidator and, with knowledge of the Superintendency, declares the conclusion of the liquidation process and requests the registration of the extinction of the Coopac to Public Records.

9.4 Regarding Coopacs where the temporary administrator verifies that there are no assets to liquidate, he/she issues a report to the Superintendency, which requests the specialized commercial civil judge or, failing that, the one corresponding, from the domicile of the Coopac, to declare the bankruptcy of the Coopac and require the registration of the extinction of the Coopac to Public Records.

9.5 The temporary administrator has a maximum period of thirty (30) days to verify whether there are assets to liquidate or not, extendable once for an identical period.

9.6 The dissolution resolution does not terminate the legal existence of the Coopac, which subsists until the liquidation or bankruptcy process concludes and, as a consequence thereof, the extinction is registered in the corresponding Public Registry. From the publication of the dissolution resolution, the Coopac ceases to be a credit subject, and the obligations imposed by the General Law, its regulations and the LGC on active Coopacs do not apply to it, including the payment of maintenance contributions to the Superintendency.

9.7 From the date of publication of the dissolution resolution of a Level 1 or 2 Coopac, it is prohibited:

1. To initiate judicial or administrative proceedings against it for the collection of debts owed to it.
2. To pursue the execution of judicial resolutions issued against it.
3. To constitute liens on any of its assets as security for the obligations concerning it.
4. To make payments, advances or compensations or assume obligations on its behalf, with the funds or assets belonging to it and in the possession of third parties.
5. To constitute precautionary measures against assets of the Coopac in dissolution.

9.8 All liquidation expenses are assumed with the resources of the Coopac in liquidation.

9.9 Debts of Coopacs in liquidation only accrue legal interest. Payment only takes place once the principal of the obligations is cancelled, respecting the precedence established in article 10.

9.10 For the purposes of the liquidation process, the Coopac's mass excludes:

1. Social security contributions and taxes that it had withheld or collected as a consequence of some legal obligation or agreements, and had not been delivered to the holder in due course.
2. Mortgage placements and obligations represented in mortgage instruments, as well as assets and liabilities linked to financial leasing operations, which can only be transferred to other Coopacs in which the debtors are also members. Efforts will be made for these purposes that there exists between the transferred assets and liabilities the smallest absolute difference between their respective book values.
3. Amounts originating as a consequence of operations in which the Coopac acted only as an agent. These operations are determined by disposition issued by the Superintendency.

9.11 Real or specific guarantees constituted before the resolution declaring the Coopac in dissolution and the corresponding liquidation process started, subsist in order to back credits against it. Persons in whose favor these were constituted retain their right to collect from the proceeds of their sale, preferentially.

Article 10.- Precedence in payment of obligations of a Level 1 or 2 Coopac
10.1 The assets of a Level 1 or 2 Coopac in liquidation are not subject to any precautionary measure.

10.2 Obligations owed by a Level 1 or 2 Coopac in liquidation process are paid in the following order:

A. Compliance with labor obligations

1. Remuneration.
2. Social benefits, contributions to the Private Pension System and to the Office of Pension Normalization, as well as other labor credits of the workers of the liquidated Coopac, accrued up to the date the dissolution is declared.

B. Compliance with savings guarantee
Resources captured in the form of deposit, not attended to by the Cooperative Deposit Insurance Fund. Similarly, resources used by the Cooperative Deposit Insurance Fund to effect coverage.

C. Compliance with tax obligations

1. Those corresponding to the Health Social Security (ESSALUD), for health benefit obligations owed by the dissolved Coopac, as employer.
2. Taxes.

D. Compliance with other obligations

1. Other obligations, according to their age, and when it cannot be determined, pro rata.
2. Legal interest in the same order noted previously.
3. Subordinated debt.

10.3 Obligations owed by a Level 1 or 2 Coopac in liquidation process are paid in equal amounts within each precedence level.

Article 11.- Social equity resulting from liquidation of a Level 1 or 2 Coopac
Upon conclusion of the liquidation after realizing the assets and paying the liabilities, the resulting social equity is destined, to the extent possible and in the following order, to:

1. Satisfy liquidation expenses.
2. Pay to members:
   a. The value of their paid contributions or the proportional part corresponding to them in case the social equity is insufficient. b. Interest on their paid contributions and pending surpluses.
3. Transfer the final net balance, if any, to be destined exclusively to cooperative education purposes:
   a. To the Federation of Savings and Credit Cooperatives of Peru. b. In the absence of the Federation of Savings and Credit Cooperatives of Peru, to the Confederation of Cooperatives of Peru.

CHAPTER III
SPECIAL REGIMES APPLICABLE TO LEVEL 3 COOPACS

SUBCHAPTER I
SURVEILLANCE OF LEVEL 3 COOPACS

Article 12.- Grounds for surveillance regime
12.1 The Superintendency subjects any Level 3 Coopac to a surveillance regime when it incurs in any of the following situations:

1. Granting credit to its own members, to be destined to cover the Coopac's capital requirements.
2. Intentionally providing false information to the Superintendency either directly or through the technical collaborator, or allowing suspicion of the existence of fraud or significant alterations in the financial position.
3. Refusing to submit its books and business to examination by the Superintendency either directly or through the technical collaborator, or evading such submission.
4. Existence of refusal by its directors, managers or other officials, as well as workers, to give their statement before the Superintendency regarding the operations and business of the Coopac.
5. Incurring in notorious or repeated violations of the General Law, the LGC, its statutes or general or specific dispositions issued by the Superintendency.
6. When effective assets are less than established in the General Regulation of Savings and Credit Cooperatives Not Authorized to Capture Public Funds for a period of three (3) consecutive months or five (5) alternating months in a period of one (1) year, counted

from the first month in which the non-compliance is presented. Consider the gradualness established in the aforementioned Regulation.

7. Loss or reduction of more than forty percent (40%) of effective equity.

8. Excess in the concentration limits established in the General Regulation of Savings and Credit Cooperatives Not Authorized to Capture Public Funds for three (3) months within a period of twelve (12) months ending with the month in which the last excess was registered.

9. Infringement of other concentration limits with a frequency or magnitude that, in the judgment of the Superintendence, reveals inadequate management of the business by the Coopac, combined with the omission in the approval and execution of corrective measures.

12.2 The Superintendence may decide to subject a Level 3 Coopac to a supervisory regime if it considers that there are serious reasons not contemplated in this article that justify the measure.

12.3 The Superintendence's decision to subject a Level 3 Coopac to the supervisory regime does not give rise to a resolution; it is communicated by official letter and is kept under strict confidentiality. The Cooperative Deposit Insurance Fund and its respective workers, as well as the directors, officials, and workers of the Level 3 Coopac subject to the supervisory regime, are obligated to maintain such confidentiality, and the provisions of Article 372 of the General Law shall apply. The infringement of this obligation is considered a serious offense without prejudice to the liability determined by Article 249 of the Penal Code.

Article 13.- Duration of the supervisory regime
The supervisory regime has a duration of no more than forty-five (45) days, which may be extended for an identical period, only once, and only if, despite the efforts made and improvements obtained, the causes indicated in Article 12 persist.

Article 14.- Consequences of the supervisory regime
Indelible consequences of being subject to the supervisory regime, which persist until it concludes, are:

a) Permanent inspection of the Coopac by the Superintendence, with the powers granted by the General Law and its regulations. b) The prohibition to constitute or accept trusts. c) The Superintendence will convene the Board of Directors, immediately, to adopt the necessary agreements to overcome the causes that motivated the submission to the supervisory regime and especially for the implementation of the capital contribution referred to in Article 16; such convening will be carried out without any formality. d) The Superintendence may restrict the carrying out of certain operations that increase the risk of the Coopac. The Coopac may only resume such operations with the prior authorization of the Superintendence. e) Other measures that the Superintendence deems pertinent with the purpose of complying with the provisions of this Chapter.

Article 15.- Evaluation and determination of real equity in the supervisory regime

15.1 When a Level 3 Coopac is subject to the supervisory regime, the Superintendence may evaluate and determine its real equity. If as a result of said evaluation, the determined equity is less than that indicated by the Coopac, the Superintendence proceeds to adjust the latter, first, charged against the surplus of the exercise and accumulated amounts. If the adjustment were insufficient, the following are applied, in this order: optional reserves, the cooperative reserve, and social capital.

15.2 The determination of real equity and, if applicable, the reduction of social capital gives rise to the issuance of a resolution by the Superintendence. The Board of Directors and the General Management are obligated to register the accounting adjustments determined by the Superintendence, in the financial statements issued at the end of the corresponding month.

15.3 If the evaluation of equity justifies it, the Superintendence may require the Coopac subject to the supervisory regime to carry out, immediately, asset valuation studies.

Article 16.- Requirement of capital contribution in the supervisory regime
After having complied with the provisions of the preceding article, the Superintendence may require the Board of Directors of the Level 3 Coopac to increase social capital by the amount necessary for the Coopac to function adequately and sets the deadline by which the increase in social capital, through capitalization of debts or through contributions, must be effected. Contributions must be made in cash.

Article 17.- Capital increase in the supervisory regime
Once the capital increase has been made, through capitalization of debts or through contributions, the Superintendence immediately convenes the Board of Directors and General Manager to register the capital increase.

Article 18.- Powers of the designated official
The Superintendence may designate an official empowered to request any information it deems necessary, especially regarding deposits and credits, as well as to attend as an observer the sessions of the Board of Directors.

Article 19.- Recovery agreement

19.1 During the supervisory regime, the competence and authority of the Coopac's governing bodies remain, with no other limitations than those established in this Chapter.

19.2 The Coopac subject to the supervisory regime, within seven (7) business days following receipt of the official letter communicating such decision, must propose, to the satisfaction of the Superintendence, a financial recovery plan, or if the cause for submission to the supervisory regime is of a nature other than financial, one aimed at reversing the corresponding cause. The Coopac may request, for justified causes, an extension of the granted deadline up to seven (7) additional business days. This plan contemplates the prudential rules that the Superintendence considers adequate. Within seven (7) business days following the approval given to said plan, and without prejudice to initiating its execution in the interval, the agreement formalizing it must be signed.

19.3 Additionally, the Coopac must demonstrate, with the periodicity established in said agreement, an improvement in the situation that motivated the submission to the supervisory regime.

Article 20.- Exception of limits in the supervisory regime
With the purpose of facilitating compliance with the recovery agreement, the Superintendence may, temporarily, except or exempt from compliance with some of the limits, with the exception of those established under Article 14.

Article 21.- Conclusion of the supervisory regime

21.1 The Superintendence declares the conclusion of the supervisory regime when it considers that the causes that determined its submission have disappeared or when the Coopac has fallen into any of the causes for intervention.

21.2 It is within the Superintendence's authority to likewise declare the conclusion of the supervisory regime before the end of the established period, if it forms the conviction that during said period it is not possible to overcome the detected problems.

SUBCHAPTER II
INTERVENTION OF LEVEL 3 COOPAC

Article 22.- Causes for the intervention regime
The Superintendence subjects any Level 3 Coopac to an intervention regime when it incurs in any of the following situations:

1. The suspension of the payment of its obligations.
2. Failure to comply during the validity of the supervisory regime with the commitments assumed in the agreed recovery plan or with what is provided by the Superintendence.
3. When effective equity is less than half of that required in the General Regulation of Savings and Credit Cooperatives Not Authorized to Capture Public Funds.
4. Loss or reduction of more than fifty percent (50%) of effective equity.

Article 23.- Duration of intervention

23.1 The intervention ordered according to the previous article will have a duration of forty-five (45) days, extendable only once for an identical period. Upon expiration of said period, the corresponding resolution of dissolution of the Coopac will be issued, initiating the respective liquidation process.

23.2 The intervention regime may conclude before the end of the period established in the previous paragraph when the Superintendence deems it convenient.

Article 24.- Consequences of intervention
Indelible consequences of the intervention, which persist until it concludes, are:

1. The competence of the Assembly is limited exclusively to the matters addressed in this Subchapter;
2. The suspension of the Coopac's operations;
3. The determination of real equity according to what is established in Article 25;
4. The application of the prohibitions contained in Article 26, from the publication of the resolution determining the submission to the intervention regime; and,
5. Others that the Superintendence deems pertinent for the compliance with the provisions of this Chapter.

Article 25.- Determination of real equity

25.1 Once a Level 3 Coopac is subject to the intervention regime, the Superintendence may determine its real equity. If as a result of said evaluation, the determined equity is less than that indicated by the Coopac, the Superintendence proceeds to adjust the latter, first, charged against the surplus of the exercise and accumulated amounts. If the adjustment were insufficient, the following are applied, in this order: optional reserves, the cooperative reserve, and social capital. If social capital is not sufficient to cover the Coopac's losses, the Superintendence applies ex officio the accrued but unpaid interest and the principal of the subordinate debt of supplementary equity, according to Article 16 and the last paragraph of Article 18 of the Subordinated Debt Regulation applicable to Financial System Companies approved by Resolution SBS No. 975-2016.

25.2 The determination of real equity and, if applicable, the reduction of social capital gives rise to the issuance of a resolution by the Superintendence. The Board of Directors and the General Management are obligated to register the accounting adjustments determined by the Superintendence, in the financial statements issued at the end of the corresponding month.

25.3 The Superintendence must evaluate the need for the contracting of asset valuation studies charged to the resources of the Coopac subject to the intervention regime. Likewise, the Coopac must immediately make available the inventory and custody of all credit files, including the securities that certify or guarantee obligations in favor of the Coopac, as well as any other active asset possessed by the Coopac.

Article 26.- Prohibitions
From the date of publication of the intervention resolution of a Level 3 Coopac, it is prohibited:

1. To initiate judicial or administrative processes against it for the collection of credits owed to it.
2. To pursue the execution of judicial resolutions issued against it.
3. To constitute liens on any of its assets as guarantee for the obligations concerning it.
4. To make payments, advances, or compensations or assume obligations on its behalf, with the funds or assets belonging to it and in the possession of third parties.
5. To constitute precautionary measures against assets of the Coopac under intervention.

SUBCHAPTER III
DISSOLUTION AND LIQUIDATION OF LEVEL 3 COOPAC

Article 27.- Dissolution and liquidation of Level 3 Coopac

27.1 Level 3 Coopac are dissolved, by a reasoned resolution of the Superintendence, for the following causes:

1. In the case referred to in Article 23.
2. For the causes established in Article 53 of the LGC.
3. When the Level 3 Coopac is excluded from the Coopac Registry for reasons that determine its dissolution.
4. When it presents inactivity or does not fulfill the social object for which it was constituted nor presents associative life during a continuous period of two (2) years.

27.2 The dissolution resolution does not terminate the legal existence of the Coopac, which subsists until the liquidation process concludes and, as a consequence, the extinction is registered in the corresponding Public Registry.

27.3 From the publication of the dissolution resolution, the Coopac ceases to be a credit subject, and the obligations that the General Law, its regulations, and the LGC impose on active Coopac do not apply to it, including the payment of maintenance contributions to the Superintendence.

Article 28.- Liquidation process of Level 3 Coopac

28.1 Once the dissolution of the Level 3 Coopac is declared by a resolution issued by the Superintendence, the corresponding liquidation process begins. The Superintendence entrusts said process, through public competition, to a legal entity or a natural person, attending to the complexity of the case.

28.2 All liquidation expenses are assumed with the resources of the Coopac in liquidation.

Article 29.- Designation of representatives

29.1 Until the legal entity or natural person indicated in the first paragraph of the previous article is named, the Superintendence designates two (2) representatives.

29.2 These representatives exercise their functions until the designation of the legal entity or natural person in charge of the liquidation.

Article 30.- Notice of public knowledge
Once the liquidation process has begun, the representatives must publish a notice requiring any person who possesses assets of the Coopac in liquidation to make them available. Said notice must be published two (2) consecutive times in the Official Journal “El Peruano” and in a newspaper of greater circulation in the locality of the Coopac's legal domicile and/or on the website of the Coopac in Liquidation.

Article 31.- Obligations and powers of the representatives

31.1 The representatives must carry out the following acts:

1. Register the resolution declaring the dissolution of the Coopac in the corresponding Public Registry.
2. Take immediate possession for their administration of all assets of the Coopac, sign the minutes containing the transfer of these assets, ordering that titles, securities, contracts, books, archives, documents, and whatever is its property be delivered.
3. Prepare, from the beginning of the liquidation process, the statement of financial position as well as the statement of results and other comprehensive income, in accordance with the pertinent provisions issued by the Superintendence.
4. Order the realization of an inventory of all assets, including those of the corresponding supporting documents, the respective list being prepared in triplicate, one for the Coopac, another for the legal entity or natural person liquidator, and another for the Superintendence.
5. Order the valuation of all assets of the Coopac.
6. Prepare the list of insured persons covered by the Cooperative Deposit Insurance Fund and, if applicable, send it to said Fund.
7. Prepare the list of creditors of the Coopac, indicating the amount, nature of the credits, and preference they enjoy in accordance with Article 51.
8. Maintain the Coopac's liquid resources in the Coopac or multiple-operation companies classified in categories “A” or “B”, according to the Coopac Law and the Superintendence's current norms on the matter.
9. Receive from clients the amortizations and/or cancellations for credits granted and services provided, as applicable.
10. Continue actions for the effective and timely recovery of credits granted by the Coopac.
11. Carry out necessary actions to formalize received guarantees or lift liens prior to cancellation or judicial or extrajudicial transaction.
12. Initiate judicial processes and continue with those initiated by the Coopac and adopt necessary measures to avoid prejudice to these with the powers established in Article 37.
13. Deliver possession of all assets, books, archives, and documentation belonging to the Coopac to the legal entity or natural person in charge of the liquidation. The delivery is recorded in a minute, which must contain the inventory of what was delivered.
14. Other administrative and labor acts that require immediate resolution.
15. Create or maintain a website where all acts and documents that according to this Regulation must be exhibited or communicated to the public, as well as those that by special norm or by instruction of the Superintendence must be communicated faithfully, are published. The financial information of the Coopac in liquidation must be published after the review carried out by the Superintendence.
16. Send a report to the Cooperative Deposit Insurance Fund accounting for the use of transferred funds. Said report must include the complete list of all insured persons covered, indicating the amount corresponding to each one; this list must be sent in both physical and electronic media. Likewise, when the funds requested from the Cooperative Deposit Insurance Fund exceed by more than 10% the amount of covered deposits reported to the Superintendence in the month prior to the date of intervention, the report must include an explanation of said difference.

31.2 Likewise, said representatives may carry out, when pertinent and with prior authorization of the Superintendence, the acts established in Articles 36 and 37, subject to the obligation contained in the last paragraph of Article 35.

Article 32.- Convocation of creditors

32.1 Once the list of creditors has been prepared, the representatives must exhibit it virtually and physically, on the website and in the main office of the Coopac, respectively. Likewise, the convocation to interested parties to verify the lists exhibited by the Coopac must be published two (2) times, with three (3) days of interval between each notice, in the Official Journal “El Peruano” and in one of greater national circulation, or if applicable, by radio or television broadcasting.

32.2 The lists must be exhibited for a period of no more than thirty (30) business days, counted from the first day following the publication of the first of the notices.

32.3 In the publication referred to in this article, the right of creditors to present a Rehabilitation Plan is reserved.

Article 33.- Opposition, challenge, or claim by creditors

33.1 Interested parties who feel their rights affected as a consequence of the publication of the list of credits may present any opposition, challenge, or claim, duly substantiated, until the second day following the expiration of the period indicated in the second paragraph of Article 32.

33.2 The claims made must be resolved by the Representatives in a period of no more than thirty (30) business days from their presentation. What is resolved may be challenged following the procedure of Article 122 of the General Law.

Article 34.- Final lists

34.1 Upon completion of the periods indicated in the previous article, the representatives prepare in triplicate a definitive list of creditors, indicating the approval or rejection of the claims made and establishing the order of preference of the credits.

34.2 The list must be published on the website of the Coopac in liquidation and physically. The corresponding notices must be made in the manner indicated in the first paragraph of Article 32. The list must remain published on the website of the Coopac in liquidation until the payment of the Coopac's obligations or until the declaration of its extinction.

Article 35.- Acts of administration, disposition, and representation

35.1 The acts of administration, disposition, and representation of the Coopac are assumed, with full powers, by the legal entity or natural person liquidator designated by the Superintendence, and are governed by the principles of transparency, diligence, and efficiency.

35.2 By the principle of transparency, all norms regulating the procedures used within the framework of the liquidation process must be available to interested parties, with due advance, through the website of the Coopac in liquidation, as well as by other means considered suitable.

35.3 By the principle of diligence, all acts of the liquidation process are carried out with due care and promptness. To this effect, the legal entity or natural person liquidator must act with the diligence of an orderly merchant and a loyal representative, and the acts of the liquidation process must be carried out respecting the deadlines, methods, and procedures established by the Coopac in liquidation itself and the current regulations.

35.4 By the principle of efficiency, the assets of the Coopac in liquidation must be administered and disposed of optimally, so that maximum benefit is obtained and, as far as possible, all obligations of the Coopac can be covered.

35.5 The legal entity or natural person liquidator must pay with the funds of the Coopac under its charge the expenses of the liquidation process that have been agreed upon in the corresponding contract. The attention of the operational expenses of the liquidation process has priority with respect to the payment of obligations, without prejudice to what is established in Article 47. Likewise, it should be indicated that the assets entrusted to the Coopac in liquidation must assume the expenses corresponding to them.

35.6 All acts of administration, disposition, and representation carried out by the legal entity or natural person liquidator must be recorded in minutes, under responsibility.

Article 36.- Obligations of the legal entity or natural person liquidator
The obligations of the legal entity or natural person liquidator are the following:

1. Sign the corresponding contract with the Superintendence, in which the possibility of rehabilitation of the Coopac will be expressly established. Receive from the representatives possession of all assets, books, archives, and documentation belonging to the Coopac, verify the inventory, and sign the corresponding minute.

2. Send, if applicable, to the Cooperative Deposit Insurance Fund the list containing the relationship of insured persons covered. Said list must be previously approved by the Superintendence.

3. Present the final list of the Coopac's creditors with indication of their amount and order of preference. This list shall be prepared in triplicate, one copy for the Coopac, another for the legal or natural person acting as liquidator, and the third for the Superintendency. The latter list must be notarized. A file containing the documentation supporting the creditor's right must be prepared.

4. Ensure the permanent display of the list referred to in the preceding paragraph.

5. Keep information regarding the liquidation process permanently available to interested parties.

6. Initiate and/or continue actions for the effective and timely recovery of credits granted by the Coopac.

7. Maintain the Coopac's liquid resources in the Coopac or multiple-operation companies classified in categories “A” or “B,” according to the Coopac Law and the Superintendency’s current regulations on the matter.

8. Submit the Rehabilitation Plan to the Coopac’s creditors, if it has been approved by the Superintendency.

9. Liquidate the Coopac’s business activities, perform all acts and contracts, and incur expenses deemed necessary in their judgment.

10. Send all information requested by the Superintendency, as well as perform any other act required or authorized by the Superintendency for the best fulfillment of their functions.

11. Preserve the Coopac’s books and documents during liquidation until the completion of the liquidation process or until the expiration of ten (10) years, whichever period is shorter. Upon completion of the liquidation process, the books and documents of the Coopac in liquidation are delivered to the person or entity that, pursuant to Law, must preserve them after the extinction of the Coopac.

12. Approve Manuals of Policies and Procedures for the execution of the main operations of the liquidation process, such as portfolio transfer or other assets, credit refinancing, dación en pago (payment in kind), recoveries, write-offs of credits, evaluation of appraisals, and others of similar importance. The approved Manuals must comply with the provisions issued by the Superintendency. Take into account that if credits are transferred to another Coopac, this can only be done to another Coopac where the debtors are also members. For the transfer of assets, the Manual must contemplate at least the following: (i) requirements and conditions for direct sales, public auctions, or invitations to bid, and the cases in which each modality applies; (ii) appraisals must not be older than one year; (iii) an appraiser cannot appraise the same asset twice consecutively; (iv) transfers in favor of employees, workers, or lessors of the Coopac in liquidation, nor of the legal or natural person acting as liquidator, nor persons linked to these, are not permitted, according to the criteria established in Resolution SBS No. 5780-2015 and its modifying norms; and (v) the requirement that agreements for the transfer of assets must be duly substantiated and their circumstances recorded in the minutes of the Coopac in liquidation.

13. Contract the services of external audit firms periodically, according to what was agreed upon in the contract signed with the legal or natural person acting as liquidator or at the request of the Superintendency.

14. Rectify and/or implement recommendations formulated by the Superintendency or the external audit firm.

15. Verify that the valuations of the Coopac in liquidation’s assets are consistent with their technical characteristics, specifications, and market value. When the valuation presents a sharp variation, an additional valuation must be requested, without prejudice to recording the reasons for the difference in the Minutes.

16. The correct preparation and presentation of the Financial Statements and any other financial information of the Coopac in liquidation.

Article 37.- Powers of the legal or natural person acting as liquidator
The powers of the legal or natural person acting as liquidator are:

1. Transfer, under any modality, the assets and liabilities of the Coopac. Take into account what is established in Article 49, and that if credits are transferred to another Coopac, this can only be done to another Coopac where the debtors are also members. The liquidator may effect the transfer of the Coopac in liquidation’s goods, taking into consideration the following:

   • Goods whose realization value is less than or equal to ten (10) Tax Units (UIT) may be transferred through direct sale.
   • Goods whose realization value exceeds ten (10) UIT and is less than or equal to thirty (30) UIT must be submitted to at least one (1) Public Auction and one (1) Invitation to Bid program, before proceeding to their direct sale.
   • Goods with a realization value greater than thirty (30) UIT must be transferred solely by Public Auction.

2. Refinance overdue credits or those in judicial collection granted by the Coopac.

3. Write off or forgive partially or totally the capital value of any credit granted to a debtor classified as “Loss,” provided that its capital balance does not exceed ten (10) UIT and the other requirements indicated by the Superintendency are met. When the credit’s capital balance exceeds the stated amount or concerns a debtor not classified as “Loss,” authorization from the Superintendency must be requested.

4. Settle rights alleged against the Coopac, provided they do not concern deposits and checking accounts.

5. Compensate or give in payment assets of the Coopac according to what is provided in Article 49. The legal or natural person acting as liquidator may also receive assets in payment in favor of the Coopac, in duly justified cases and substantiated in Minutes, always observing what is provided in said Article 49.

6. Institute and pursue against the directors and workers of the Coopac any administrative or judicial process corresponding to protect its rights, the members, or its creditors, provided that more than two (2) years have not elapsed since the date the fact invoked as the basis occurred, without prejudice to other legal actions that may apply.

7. Initiate, in the name of the Coopac, any other judicial process deemed necessary, as well as pursue it and, when appropriate, settle it.

8. Grant, on behalf of the Coopac, the public or private documents required to formalize buy-sell contracts for movable and immovable property or any other for which they are empowered.

9. Those others deemed necessary by the Superintendency for the best fulfillment of their functions.

Article 38.- Representatives of the legal person acting as liquidator
The representatives of the legal person acting as liquidator, if applicable, are empowered, in the name of the Coopac in liquidation, to exercise the general and special powers contemplated in Articles 74 and 75 of the Civil Procedural Code, enjoying these powers the prerogatives indicated in Article 368 of the General Law.

Article 39.- Submission of a rehabilitation plan

39.1 The creditors of a Coopac who cumulatively represent at least thirty percent (30%) of its liabilities may submit to the Superintendency a Rehabilitation Plan for said Coopac.

39.2 The non-submission of the Plan will presume that there is no willingness among the creditors to rehabilitate the Coopac in the liquidation process.

39.3 The legal or natural person acting as liquidator must evaluate the status of each of the creditors presenting the Plan to validate the existence, validity, origin, ownership, and amount of the credits they represent. If there is a challenge against them, the creditors have a term not exceeding three (3) business days to submit the corresponding defense, and the legal or natural person acting as liquidator must resolve within no more than two (2) business days of the submission of the defense.

Article 40.- Content of the Rehabilitation Plan

40.1 The Plan must contain, at least, the following information:

1. Diagnosis of the Coopac’s situation, as of the date of declaration of its dissolution;
2. Actions to be taken to reinforce the Coopac patrimonially, financially, and administratively, as well as measures to be adopted for the reduction of heavy portfolio;
3. Determination of the estimated cost of the rehabilitation process;
4. Application of accrued but unpaid interest and the principal of subordinated debt of supplementary equity according to Article 16 and the last paragraph of Article 18 of the Subordinated Debt Regulation applicable to Companies of the Financial System approved by Resolution SBS No. 975-2016.
5. Amount of capital contributions to be subscribed and paid, within a term not exceeding seven (7) business days, that allows reaching, at least, the necessary equity to comply with the limits;
6. Work Plan for the implementation of the measures indicated in the preceding paragraphs, including, among others, the detail of legal, administrative, and business actions to be adopted and the respective schedule of activities; and,
7. Duration of the Plan.

40.2 The rehabilitation plan may include only contributions or capitalization of liabilities.

Article 41.- Approval of the Rehabilitation Plan by the Superintendency
Once the Plan is received, the Superintendency evaluates it and issues a report on its eligibility or non-eligibility, indicating, if applicable, the pertinent observations. If it is not considered eligible, the liquidation process continues.

Article 42.- Approval of the Rehabilitation Plan by the creditors

42.1 Once the Plan is approved by the Superintendency, the Superintendency or the legal or natural person acting as liquidator submits its content to the creditors for consideration for a period of three (3) business days counted from the publication of the notice indicating the locations for displaying the Plan. After this term, the creditors have fifteen (15) business days to express their vote, for which they must adhere to their acceptance in the locations expressly designated by the Superintendency or the legal or natural person acting as liquidator for this purpose, using the forms provided by the latter, which must be filled out by the creditor consigning their name, name of the represented party when applicable, domicile, and claimed credit. For the approval of the Plan, the favorable vote of creditors representing at least the absolute majority of the Coopac’s liabilities is required.

42.2 The entire voting and scrutiny process must be certified by a public notary or by whoever acts on their behalf according to law.

Article 43.- Revocation of dissolution
After verification of the payment of capital contributions made within the term set forth in the Plan, the Superintendency issues, within a term of five (5) business days, a resolution revoking the dissolution, ending the liquidation process and convening an Assembly with the objective of electing a new Board of Directors and appointing a new General Manager by said Board.

Article 44.- Activities of the legal or natural person acting as liquidator
While the creditors pronounce themselves regarding the Plan submitted to their consideration, the legal or natural person acting as liquidator, or the representatives if applicable, may perform only the following acts:

1. Recovery of credit portfolio.
2. Exceptionally, effect compensations or payments in kind, prior authorization of the Superintendency in each case.
3. All other administrative acts necessary for the normal development of the liquidation process and always provided they do not imply disposal of the Coopac’s assets.

Article 45.- Full exercise of the liquidation process
When no Plan is presented, or if presented, it has not been approved by the Superintendency or by the creditors, the legal or natural person acting as liquidator assumes full exercise of the liquidation process of the Coopac declared in dissolution.

Article 46.- Income of the Coopac in liquidation
The sums that the legal or natural person acting as liquidator receives during the course of the process must be deposited, in the name of the Coopac, in one or more Coopac or system financial companies of the plaza classified in categories “A” or “B,” according to the Coopac Law and the Superintendency’s current regulations on the matter.

Article 47.- Concepts excluded from the liquidation mass
For the purposes of the liquidation process, the Coopac’s mass excludes:

1. Social security contributions and taxes that were withheld or collected as a consequence of some legal obligation or agreements, and had not been delivered to the holder in due time.
2. Mortgage placements and obligations represented in mortgage instruments, as well as assets and liabilities linked to financial leasing operations, which can only be transferred to other Coopac in which the debtors are also members. The Superintendency seeks for these purposes that there exists between the transferred assets and liabilities the smallest absolute difference between their respective book values.
3. Amounts that originate as a consequence of operations in which the Coopac acted only as an agent. These operations are determined by disposition issued by the Superintendency.

Article 48.- Payment to creditors

48.1 The legal or natural person acting as liquidator, as soon as it has resources of some significance, must make advance payments to creditors, respecting what is established in Articles 47 and 51, if applicable, always that the liquidation expenses have been covered.

48.2 The legal or natural person acting as liquidator may attend to another order of precedence provided that it has deposited in a Coopac or multiple-operation company classified in category “A” or “B,” according to the Coopac Law and the Superintendency’s current regulations on the matter, liquid resources that allow attending to the requirements of the previous order or orders of precedence.

48.3 If after three (3) public calls to creditors to appear to collect their credits; or after the call remains for a term greater than three (3) months on the website of the Coopac in liquidation; these do not present themselves duly identified, the Coopac in liquidation may effect the payment, total or partial, through the generation of individual accounts without cost for the creditors in some Coopac or system financial company of the plaza, always that it is communicated in an adequate and reliable manner to the beneficiaries the destination of their funds and, additionally, this information is maintained on the website of the Coopac in liquidation.

48.4 The debts of the Coopac in liquidation only accrue legal interest. Their payment only takes place once the principal of the obligations is cancelled, respecting the precedence established in Article 51.

Article 49.- Compensation or payment in kind

49.1 Compensation or payment in kind must respect what is established in Articles 47 and 51. Compensation proceeds only when there are reciprocal, exigible, liquid, and fungible and homogeneous performances with the same creditor.

49.2 Regarding immovable goods, as well as rights, shares, or generally any other movable good that are to be given in payment in favor of a creditor, payment in kind proceeds, at least, for one hundred percent (100%) of the realization value. At the request of the legal or natural person acting as liquidator, the Superintendency may authorize discounts of up to ten percent (10%) of the realization value of the goods offered through payment-in-kind programs to creditors recognized in the Creditor List.

49.3 When payment in kind is carried out with credit portfolio, the operation must be effected using as a base the realization value of the credit, according to the previously effected and timely communicated evaluation to the Superintendency. If credits are given in payment to another Coopac, this can only be done to another Coopac where the debtors are also members.

49.4 For the recovery of credits receiving immovable goods in payment, the legal or natural person acting as liquidator must request authorization from the Superintendency. For this effect, the value of the immovable is that resulting from applying a reduction of ten percent (10%) to the realization value.

49.5 For all goods of the Coopac in liquidation, including those offered in payment, when there are substantial discrepancies between consecutive appraisals and/or valuations, in a period less than two years, that reduce the asset’s value by a percentage equal to or greater than twenty percent (20%), the legal or natural person acting as liquidator must request an additional valuation not linked to the previous ones, without prejudice to recording in Minutes the reason for the difference.

Article 50.- Subsistence of real guarantees constituted in support of credits against the Coopac
Real or specific guarantees constituted before the resolution declaring the Coopac in dissolution and initiated the corresponding liquidation process, subsist with the object of backing credits against it. Persons in whose favor these were constituted conserve their right to be paid with the product of their sale, preferentially, subject to the following rules:

1. A separate contest is formed for each good or group of goods or rights encumbered with a real or specific guarantee, to attend with its product the credits affecting them. Credits against each good or group of goods are recognized and graded separately.
2. Sold any of the goods, or made effective the amount of the credits and values encumbered, its product is deposited by the legal or natural persons acting as liquidators separately from the rest of the mass, so as to safeguard its value and produce income.
3. Once the grading of credits falling on a certain good or group of goods or rights is final, its payment is reserved from the product mentioned in the preceding paragraph until, with the resources of the general mass, the credits included in the precedences contemplated in letters A and B of Article 51 are cancelled or duly assured.
4. In the case that with the goods of the general mass the preferential credits of letters A and B of Article 51 are not reached to be covered, the product of the goods encumbered with specific real guarantees is applied to their payment, affecting all of them pro rata of their value.
5. If the product of the sale or liquidation of a certain good or group of goods or rights is insufficient to cover the credits guaranteed with the real rights encumbering them, the uncovered credit balances are incorporated into the general list of credit grading and placed in the position corresponding to their nature.

Article 51.- Precedence in the payment of obligations of a Coopac

51.1 The goods of a Level 3 Coopac in liquidation are not susceptible to any precautionary measure.

51.2 The obligations incumbent on a Level 3 Coopac in liquidation process are paid in the following order:

A. Fulfillment of labor character obligations

1. Remunerations.
2. Social benefits, contributions to the Private Pension System and to the Office of Pensional Normalization, as well as other labor credits of the workers of the liquidated Coopac, accrued up to the date the dissolution is declared.

B. Fulfillment of the savings guarantee
Resources captured in the form of deposit, not attended from the Cooperative Deposit Insurance Fund. Likewise, resources used by the Cooperative Deposit Insurance Fund to effectuate coverage.

C. Fulfillment of tax character obligations

1. Those corresponding to the Health Social Security (ESSALUD), for health benefit obligations incumbent on the dissolved Coopac as employer.
2. Taxes.

D. Fulfillment of other obligations

1. Other obligations, according to their age, and when it cannot be determined, pro rata.
2. Legal interests in the same order noted previously.
3. Subordinated debt.

51.3 The obligations incumbent on a Level 3 Coopac in liquidation process are paid in

amounts equal within each priority.

Article 52.- Grounds for Conclusion of the Liquidation Process

52.1 The liquidation process may conclude due to grounds of asset exhaustion or total payment of liabilities, that is, when all duly registered obligations have been covered, according to the established order of priority, as well as the expenses of the Coopac in liquidation, potentially leaving residual assets.

52.2 In the first case, once the non-existence of assets and the amount of pending liabilities to be paid have been determined, the corresponding closing financial statements of the liquidation process must be prepared, which must be audited and subsequently published in the Official Gazette “El Peruano” and in one of wide national circulation. Additionally, the legal or natural person acting as liquidator must send a copy of the publication of the closing financial statements to the authorities of the Judicial Branch responsible for the judicial processes in which the Coopac in liquidation is a party, communicating to them the conclusion of the liquidation process due to the ground of asset exhaustion. This documentation must be sent to the Superintendency along with the final report of the liquidation process prepared by the legal or natural person acting as liquidator.

52.3 In the second case, after fully paying the approved claims, making sufficient provision for credits that are subject to litigation, and covering all liquidation expenses, the legal or natural person acting as liquidator must deposit in any Coopac or company of the financial system of the area or nearby, the amount of the last obligations on which there remains a right to collection by creditors, as well as the amount corresponding to claims against the Coopac in liquidation on which there is pending judgment, prior to a valuation report of the contingency. After all claims and expenses of the Coopac in liquidation have been covered, the final financial statements of the forced liquidation process must be prepared, which must be audited and sent to the Superintendency, along with the final report of the legal or natural person acting as liquidator, which includes the contingency valuation reports.

52.4 In both cases, the Superintendency must evaluate the final report submitted by the legal or natural person acting as liquidator and, if applicable, issue the Closing Resolution of the corresponding forced liquidation process.

52.5 If there is a resulting social equity, the legal or natural person acting as liquidator shall allocate it as established in Article 54.

Article 53.- Resolution of the Superintendency Concluding the Liquidation Process

53.1 Regarding the conclusion of the liquidation process due to the ground of asset exhaustion, upon verification of the submission of the corresponding documentation, the Superintendency, within a period not exceeding thirty (30) business days from receipt of the aforementioned report, proceeds to issue the resolution declaring the forced liquidation process concluded, declaring the extinction of the legal personality of the Coopac, and ordering that notices be sent to the respective Public Registry for the corresponding registration. The aforementioned Resolution must be published in the Official Gazette “El Peruano”.

53.2 Regarding the conclusion of a liquidation process due to the ground of total payment of liabilities, with resulting social equity, after all claims and expenses of the Coopac in liquidation have been covered, upon verification of the submission of the corresponding documentation, the Superintendency, within a period not exceeding thirty (30) business days from receipt of the aforementioned report, proceeds to issue the resolution declaring the forced liquidation process concluded, allocating the resulting social equity according to what is established in the following article and ordering that notices be sent to the respective Public Registry for the corresponding registration. The aforementioned Resolution must be published in the Official Gazette “El Peruano” and in one of wide national circulation.

Article 54.- Resulting Social Equity from the Liquidation of a Coopac

Upon completion of the liquidation after realizing the assets and paying the liabilities, and duly canceling all final expenses of the liquidation process, the resulting social equity shall be allocated, to the extent possible and in the following order:

1. Pay to the members:
   a. The value of their paid contributions or the proportional part that corresponds to them in case the social equity is insufficient. b. The interest on their paid contributions and the pending surpluses to be paid.

2. Transfer the final net balance, if any, to be allocated exclusively for cooperative education purposes:
   a. To the Federation of Savings and Credit Cooperatives of Peru. b. In the absence of a Federation, to the Confederation of Cooperatives of Peru.

Article 55.- Treatment of Unclaimed Assets

Money, securities, and other unclaimed assets shall be deposited in a Coopac or company of the financial system of the area or nearby, classified in category “A” or “B”, according to the Coopac Law and the regulations of the Superintendency currently in force on the matter, in the name of whom it corresponds.

Article 56.- Publication of Balances

At least once during the semester, the legal or natural person acting as liquidator must publish in the Official Gazette “El Peruano”, and at the main headquarters and/or on the Coopac’s website, the balances showing the status of the Coopac.

Article 57.- Accountability

57.1 The legal or natural person acting as liquidator must account monthly for the liquidation expenses to the Superintendency and within ten (10) business days following the end of each calendar quarter, present a sufficiently detailed report on the development of the liquidation, specifically referencing the progress made in the sale of assets and the sums collected for that concept.

57.2 The failure to timely submit the aforementioned report is grounds for automatic termination of the contract with the legal or natural person acting as liquidator.

CHAPTER IV
VOLUNTARY DISSOLUTION AND LIQUIDATION OF LEVEL 1, 2 OR 3 COOPAC

Article 58.- Voluntary Dissolution and Liquidation of Level 1 or 2 Coopac

58.1 Level 1 or 2 Coopac that agree to voluntarily dissolve and liquidate must communicate such agreement to the Superintendency within five (5) business days of the agreement being made, attaching a copy of the respective Assembly agreement; the latest financial statement of the Coopac, detailing assets, liabilities, and equity; the schedule of the voluntary liquidation process until its definitive completion; and any other information required by the Superintendency to verify that the conditions for carrying out a voluntary dissolution and liquidation are met and to safeguard that the interests of member depositors and debtors are not affected.

58.2 The communication must indicate the liquidation procedure to be applied and the legal or natural person acting as liquidator designated. The aforementioned procedure is carried out in accordance with the provisions of the General Companies Law (LGC) and complementary regulations issued by the Superintendency, if applicable.

58.3 Failure to comply with the presented schedule of the voluntary liquidation process could be subject to administrative sanction.

58.4 Exceptionally, and with the non-objection of the Superintendency, the schedule of the voluntary liquidation process may be modified.

58.5 The extinction of the Coopac is carried out in accordance with what is established in Article 421 of the General Companies Law, corresponding to the legal or natural person acting as liquidator to inform, substantiatedly, the Superintendency about this fact.

58.6 The Superintendency may order the conversion of voluntary liquidation processes into forced processes whenever it is determined that there is a breach of its obligations.

Article 59.- Voluntary Dissolution and Liquidation of Level 3 Coopac

59.1 For the purposes of voluntary dissolution and liquidation, the Level 3 Coopac must request prior authorization from the Superintendency, attaching a copy of the respective Assembly agreement; the latest financial statement of the Coopac, detailing assets, liabilities, and equity; the schedule of the voluntary liquidation process until its definitive completion; and any other information required by the Superintendency to safeguard that the interests of member depositors and debtors are not affected.

59.2 The application must indicate the liquidation procedure to be applied and the legal or natural person acting as liquidator designated. The aforementioned procedure is carried out in accordance with the provisions of the LGC and complementary regulations issued by the Superintendency, if applicable.

59.3 Failure to comply with the presented schedule of the voluntary liquidation process could be subject to administrative sanction.

59.4 Exceptionally, and with the non-objection of the Superintendency, the schedule of the voluntary liquidation process may be modified.

59.5 The extinction of the Coopac is carried out in accordance with what is established in Article 421 of the General Companies Law, corresponding to the legal or natural person acting as liquidator to inform, substantiatedly, the Superintendency about this fact.

59.6 The Superintendency may order the conversion of voluntary liquidation processes into forced processes whenever it is determined that there is a breach of its obligations.

FINAL COMPLEMENTARY PROVISIONS

FIRST.- Judicial Liquidation

The judicial liquidation of Coopac is governed by Title II of Section Four of Book Four of the General Companies Law, provided it does not oppose what is established in the General Law. The monitoring of said liquidation process is the exclusive competence of the Judicial Branch.

SECOND.- Immediate Payment of Claims

In cases where Level 3 Coopac declared in liquidation have sufficient available funds for the total or partial payment of claims determined in accordance with what is established in Articles 47 and 51, immediate payment of these may be exceptionally disposed of, according to a preliminarily prepared list, without it being necessary to have the Final List of Creditors.

For this purpose, the administration of the Level 3 Coopac in liquidation must adopt adequate measures and foresee possible contingencies, in order to fully comply with what is provided in the General Law and in this Regulation.

THIRD.- Selection of Legal or Natural Person Acting as Liquidator of Coopac

The following are impeded from participating, directly or indirectly, as legal or natural person acting as liquidator of Coopac:

a) Natural persons who are impeded from being directors of Coopac.

b) Legal or natural persons contracted as liquidators whose contract has been terminated under the provisions of Articles 1428 to 1430 of the Civil Code. This impediment applies for a period of five (5) years counted from when the aforementioned termination took effect.

c) Legal or natural persons contracted as liquidators whose contract was not renewed upon expiration by the Superintendency, due to serious deficiencies in the management of the liquidation that have been duly proven. This impediment applies for a period of five (5) years counted from the expiration of the term of the contract that was not renewed.

d) Natural persons who have participated as members or who have provided services (under employment contracts, service leasing contracts, or any form of labor intermediation) to the legal persons referred to in letters b) and c). This impediment applies for a period of five (5) years counted from when the cause indicated in the aforementioned letters operated, or from when such persons ceased to be members or stopped providing services, as applicable.

e) Natural or legal persons who have been sanctioned by the Superintendency for the commission of serious or very serious infractions. This impediment applies for a period of five (5) years computed from the issuance of the sanction resolution that has become final.

FOURTH.- Duty of Communication by the Superintendency

In those cases where the Superintendency determines the termination or non-renewal of a service leasing contract for the reasons provided in letters b) and c) of the Third Final Complementary Provision of this norm, it must bring such circumstance to the knowledge of the Ministry of Economy, the Securities Market Superintendency (SMV), and the National Institute for the Defense of Competition and of the Protection of Intellectual Property (INDECOPI), within a period not exceeding five (5) business days following the termination of the contract.

TRANSITORY COMPLEMENTARY PROVISION

ONLY ONE.- Gradual Schedule for Adaptation to what is Established in Chapter III of this Regulation 1

Until December 31, 2022, what is established in Article 2 of Chapter II; as well as in Subchapter II of Chapter III, except for Article 22 regarding the grounds for the intervention regime; and in Subchapter III of Chapter III, shall apply to modular level 3 Coopac.

If modular level 3 Coopac wish to carry out level 3 operations, they may request the corresponding authorization, and from the granting of said authorization, what is established in Chapter III shall be fully applicable to them.

From January 1, 2023, what is established in Chapter III will be fully applicable to all modular level 3 Coopac.

Second Article.- This norm enters into force on January 1, 2019.

Register, communicate, and publish.

SOCORRO HEYSEN ZEGARRA
Superintendent of Banks, Insurance, and Private Pension Fund Administrators

1 Provision replaced by Resolution SBS No. 1142-2021 of 04/16/2021