SBS Resolution No. 10440-2008: Regulations for the Constitution, Reorganization, and Establishment of Companies and Representatives of the Financial and Insurance Systems

Lima, October 16, 2008
S.B.S. Resolution
No. 10440 -2008
The Superintendent of Banking, Insurance and
Private Pension Fund Administrators

WHEREAS:
That, by SBS Resolution No. 600-98 of June 24, 1998, the “Regulations for the constitution and establishment of companies and representatives of the financial and insurance systems” (hereinafter, the “Regulations”) were approved, applicable to the companies referred to in Article 16 of the General Law of the Financial and Insurance System and Organic Law of the Superintendency of Banking and Insurance, Law No. 26702, hereinafter General Law, its subsidiaries, as well as for the establishment of foreign financial and insurance companies;

That, it is convenient to specify in greater detail the necessary requirements for an adequate evaluation of the applications subject to the Regulations, to align them with the requirements provided in the applicable regulations, including the recent modifications introduced by Legislative Decree No. 1052; to consolidate the norms issued by this Superintendency regarding the constitution, reorganization and establishment of companies; as well as to simplify some procedures established in the Regulations according to their nature and implications;

That, in this sense, it is considered opportune to specify in greater detail the content of the market, financial and management feasibility study, in order to uniformly obtain the information required for an adequate evaluation of the applications;

That, taking into account that numeral 5 of Article 54 of Law No. 26887, General Companies Law, requires that the social pact contain the appointment and identification data of the first administrators of the company (Board of Directors and General Manager), it is necessary to require, at the organization stage, together with the social constitution minute, the information regarding the directors and general manager included in said minute, for the corresponding evaluation of technical and moral suitability;

That, it is necessary to obtain more information from shareholders for an adequate evaluation of their moral suitability and economic solvency;

That, it is convenient to specify the requirements applicable to the processes of merger, spin-off, simple reorganization, transformation and conversion of financial and insurance companies, taking into account the nature and particularities of said processes, as well as to align such requirements with the General Companies Law;

Based on the opinion of the Deputy Superintendencies of Banking and Microfinance, Insurance, Risks and Legal Advisory, and the Economic Studies Management; and,

In accordance with the provisions of Articles 12, 21 and 19, as pertinent, of the General Law and in use of the powers conferred in Article 349 of said norm;

RESOLVES:
Article First.- To approve the Regulations for the constitution, reorganization and establishment of companies and representatives of the Financial and Insurance Systems.

Article Second.- To modify the Single Text of Administrative Procedures of the Superintendency of Banking, Insurance and Private Pension Fund Administrators, approved by SBS Resolution No. 131-2002, in the following administrative procedures: Procedure No. 01, “Authorization for the constitution of the companies referred to in Article 16 of Law No. 26702: Multiple Operations Companies, Insurance Companies, Investment Banks and Specialized Companies.”; procedure No. 03, ”Authorization for the constitution of subsidiary companies of financial and insurance system companies.”; procedure No. 04 “Authorization for the conversion of Financial and Insurance System Companies.”; procedure No. 05, “Authorization for the establishment of Branches of Foreign Financial and Insurance System Companies.”; procedure No. 06 “Authorization of representatives of companies not established in the country.”, procedure No. 41 “Authorization of Corporate Reorganization Processes for Financial and Insurance System companies.”, and procedure No. 88 “Authorization for the transformation of branches of foreign Financial and Insurance System companies in operation, into companies with their own legal personality.”, whose modified text is annexed to this Resolution and published in accordance with the provisions of Supreme Decree No. 004-2008-PCM, regulations of Law No. 29091. (Institutional portal: www.sbs.gob.pe).

Article Third.- This norm enters into force the day after its publication in the Official Gazette El Peruano and repeals SBS Resolutions No. 600-98 of June 24, 1998, 757-91 of December 05, 1991, 128-2000 of February 25, 2000 and 1293-2002 of December 13, 2002.

Register, communicate and publish
FELIPE TAM FOX
Superintendent of Banking, Insurance and
Private Pension Fund Administrators

REGULATIONS FOR THE CONSTITUTION, REORGANIZATION AND ESTABLISHMENT OF COMPANIES AND REPRESENTATIVES OF THE FINANCIAL AND INSURANCE SYSTEMS

CHAPTER I
GENERAL PROVISIONS

Article 1.- Scope.
The norms of these regulations are applicable for the constitution and reorganization of the companies referred to in Article 16 of the General Law of the Financial and Insurance System and Organic Law of the Superintendency of Banking and Insurance, Law No. 26702, hereinafter General Law, its subsidiaries, as well as for the establishment of foreign financial and insurance companies, hereinafter companies, and representatives of companies not established in the country.

Article 2.- Definitions.
For the purposes of these regulations, the following terms are considered:
a) Central Bank: Central Reserve Bank of Peru b) Conversion: the process by which a type of financial and/or insurance system company changes to another of the types defined in Article 16 of the General Law. c) Days: Calendar days, unless otherwise indicated. d) Partial Spin-off: Operation in which a company fragments its assets, segregating one (1) or more asset blocks with the purpose of incorporating them into other companies. This operation implies the adjustment of the share capital of the spun-off company by the corresponding amount. e) Total Spin-off: Operation in which a company divides its assets into two (2) or more asset blocks to transfer them entirely to other companies. This operation results in the extinction of the spun-off company. f) Merger: Operation in which two or more companies combine to form a single one, complying with the requirements established in Law No. 26887. g) Key Officials: These are professionals who will form a central part of the future company's permanent management team. h) General Companies Law: Law No. 26887. i) Organizers: These are all natural and legal persons responsible for carrying out the organization and operation procedures of the company being constituted. j) Responsible Organizers: That organizer or organizers who subscribe, in accordance with the social constitution minute, at least four percent (4%) of the share capital of the company being constituted and who are responsible before this Superintendency for the procedures for the organization and operation authorizations of the company. These organizers will form part of the future company's permanent management team, and may transfer their participations with prior authorization from this Superintendency. k) Simple Reorganization: Operation by which a company segregates one (1) or more asset blocks and contributes them to one or more companies, receiving in exchange shares or participations corresponding to said contributions. l) Superintendency: Superintendency of Banking, Insurance and Private Pension Fund Administrators. m) Superintendent: Superintendent of Banking, Insurance and Private Pension Fund Administrators.

Any mention of an article without indicating the legal norm to which it corresponds, must be understood as referring to these Regulations.

CHAPTER II
ORGANIZATION AUTHORIZATION

Article 3.- Information of the company requesting constitution.
The organization application must be submitted, in a single instance, attaching the following information:
a) Draft social constitution minute. b) List of Organizers, Responsible Organizers and Shareholders, attaching the information requested in Articles 4, 5 and 6 of these regulations. c) Two copies of the market, financial and management feasibility study. d) Guarantee deposit certificate, constituted in a financial system company in the country and valid at the time of submitting the application, payable to the Superintendency or endorsed in its favor, for an amount equivalent to five percent (5%) of the minimum capital in force on the date of the application.

In the case of the constitution of Municipal Savings and Credit Banks or Municipal Popular Credit Banks, in addition to the aforementioned information, an authenticated copy by a Notary Public of the Superintendency of the Agreement of the competent Municipal Council that determines the creation of the Bank and the appointment of the designated representatives must be submitted.

The application for authorization of organization of a Municipal Savings and Credit Bank must attach the opinion of the Peruvian Federation of Municipal Savings and Credit Banks.

In the case of Savings and Credit Cooperatives that capture public deposits, the documentation presented must take into account compliance with the characteristics indicated in Article 289 of Law No. 26702.

Article 4.- Organizers.
Organizers must have recognized moral suitability and economic solvency to the satisfaction of this Superintendency. These persons shall submit, together with the organization application, a duly signed curriculum vitae or the annual report, when applicable, and a sworn declaration stating that they are not subject to the impediments established in Article 20 of the General Law. Likewise, they must submit a Sworn Declaration regarding the existence or non-existence of unconcluded judicial processes in which the organizer is involved.

The sanctions referred to in numeral 12 of Article 20 of Law No. 26702 are those related to disqualification or dismissal originating from infractions considered very serious, in accordance with the Superintendency's Sanctions Regulations.

Article 5.- Responsible Organizers.
In addition to the qualities required in the previous article, Responsible Organizers must demonstrate adequate experience and training in the business of the company being constituted, attaching to the organization application, at least, the information indicated in Articles 6 and 7.

Article 6.- Shareholders.
Subscribers of the share capital of the company in formation must prove moral suitability and economic solvency. For this purpose, they must provide, at a minimum, the following information:

1. Duly signed curriculum vitae.
2. Sworn Declaration of no criminal or police records in the country and/or abroad, for residents and non-residents.
3. Sworn Declarations of not being subject to the assumptions contained in Articles 52, 53, 54 and 55 of the General Law.

The aforementioned declaration must also refer to the existence or non-existence of unconcluded judicial processes in which the acquirer is involved. Likewise, the declaration must specify whether they are included in the list issued by the Office of Foreign Assets Control of the United States Department of the Treasury (OFAC).

The sanctions referred to in numeral 12 of Article 20 cited in Article 52 of the General Law are those referred to in the second paragraph of Article 4 of these regulations.
4. List of their patrimonial assets and, if applicable, indicate whether these are subject to any type of encumbrance or limitation on their free availability. In the case of independent persons, a sworn declaration from SUNAT and their companies, if any, as well as registration record and financial statements for the last two years of these, must be included. If dependent, a letter of presentation from the employer and proof of income must be attached. In the case of non-resident persons, a document from the corresponding supervisory entity regarding their tax taxpayer status must be presented.
5. Their shareholding.
6. List of persons with whom the shareholders are linked and legal entities with which they form an economic group according to the current regulations of this Superintendency on the matter. Said list must include the ownership and management structure of the economic group and the list of its shareholders or partners, directors, managers and key officials, according to said regulations. The shareholding detail of legal entities belonging to the economic group and related companies must be provided down to the level of natural persons, including companies that issue bearer shares.
7. Reference letter as a client of one or more financial system companies in the country and/or abroad, as applicable. In the latter case, it must be a recognized first-tier company.
8. Legal entity shareholders must additionally submit:
a. Certified copy of the agreement of the respective corporate body in which participation in the company to be constituted is agreed, as well as the designation of the person who will represent it. b. Authenticated copy by a Notary Public of the Superintendency of the public deed of social constitution and its modifications.
c. Annual Report and audited financial statements for the last 2 years of the legal entity shareholder and of all companies with which it forms an economic group according to the current regulations of this Superintendency on the matter, if applicable, as well as, when appropriate, the consolidated financial statements of the conglomerate to which it belongs.
d. Information on its respective share capital. e. If the shareholder is a legal entity residing abroad, it must attach a study prepared by a recognized credit rating agency, investment details and annual report for the last 2 years, or if applicable, of its parent company. f. If the shareholder is a legal entity belonging to the foreign financial system, it must present a certificate issued by an entity similar to the Superintendency in its country of origin, stating no objection to the company to be constituted, as well as the list of administrative sanctions applied to the company in the last 3 years. In the case of companies whose consolidated supervision does not correspond to this Superintendency, the scope of the consolidated supervision to which it will be subject must also be specified.

Additionally, the Superintendency may request the list of shareholders with participation greater than 4% of the share capital of the legal entity shareholder. In case the list includes shareholders who are in turn legal entities, the names of the shareholders of these companies must be provided and so on until shareholding information is provided at the level of natural persons.

Article 7.- Directive and/or management functions.
The legal representatives of the legal entity organizers who will perform directive and/or management functions in the new company to be constituted, as well as the directors and general manager listed in the minute referred to in literal a) of Article 3 of these regulations, must attach to the organization application, at a minimum, the following documentation:

1. Duly signed curriculum vitae.
2. Sworn Declaration of no criminal or police records in the country and/or abroad for residents and non-residents. Likewise, they must submit a Sworn Declaration of the existence or non-existence of unconcluded judicial processes in which they are involved.
3. Sworn declaration of:
   3.1 Not being subject to the impediments referred to in Articles 20 and 81 of the General Law. The sanctions referred to in numeral 12 of Article 20 of Law No. 26702 are those indicated in the second paragraph of Article 4 of these regulations.
   3.2 List of their patrimonial assets and, if applicable, they must indicate whether these are subject to any type of encumbrance or limitation on their free availability.

In the case of legal representatives who will not perform directive and/or management functions in the new company to be constituted, they must only submit the information referred to in numerals 1, 2 and 3.1.

Article 8.- Market, financial and management feasibility study.
The feasibility study referred to in literal c) of Article 3 aims to determine the viability and operational permanence of the company over time. For this purpose, at least the information indicated in Annex I must be submitted.

Article 9.- Publication of the organization application.
Once the organization application has been submitted to this Superintendency, accompanied by all the information required by this norm, the companies being constituted must publish a notice, making the following public:

1. The submission of the organization application.
2. The names of the shareholders, organizers, responsible organizers and their legal representatives, if applicable, as well as the directors and general manager listed in the social constitution minute.
3. All interested persons will be summoned to submit any reasoned objection to the organization of the new company or to the persons involved within 15 days, counted from the date of the last notice.

The publication must be made 2 alternate times, the first in the Official Gazette El Peruano and the second in a widely circulated national newspaper, within 10 business days of the responsible organizer(s) being notified of the Official Letter containing the model notice to be followed, by this Superintendency.

Article 10.- Evaluations.
If no objections have been presented, or if they have been dismissed, the Superintendency will proceed with the evaluation of the organization application, for which it may convene evaluation meetings with the Responsible Organizers and those Officials that the aforementioned organizers deem necessary.

Article 11.- Organization Resolution.
In the case of the organization of companies included in subsections A, B and C of Article 16 of the General Law, this Superintendency informs the Central Bank of the submitted application, so that said entity issues its opinion within a period not exceeding 30 days from receipt of the corresponding Official Letter. Once the Central Bank's opinion is received, the Superintendency will issue the corresponding resolution or communicate the denial of the application, within a period not exceeding 90 days.

In the case of the organization of the other companies under Article 16 of the General Law, once the corresponding evaluations are completed, the Superintendency will issue the corresponding resolution or communicate the denial of the application, within a period not exceeding 90 days.

Article 12.- Organization Certificate.
Together with the organization authorization resolution, the Superintendency grants the corresponding certificate. Said certificate will be published by interested parties within 30 days of its issuance in the Official Gazette El Peruano, under penalty of expiration at the end of said period.

The organizers must grant the corresponding public deed in which said certificate is necessarily inserted, under the responsibility of the intervening public notary.

The organization authorization certificate expires 2 years after being granted.

CHAPTER III
OPERATION AUTHORIZATION

Article 13.- Verifications.
The responsible organizers shall communicate in writing, in a single instance, for the purposes of the corresponding verifications by the Superintendency, that they have complied with all the requirements for the operation of the company according to the information presented in the organization stage. The aforementioned communication must be accompanied by the following information:
a) Authenticated copy by a Notary Public of the Superintendency of the public deed of constitution duly registered in the Public Registries; b) Updated list of Directors and Key Officials, attaching, regarding them, the information indicated in Article 7 of these regulations, and if applicable, an updated list of shareholders, presenting, regarding the new ones, the information indicated in Article 6 of these regulations. c) Policy and procedure manuals and other relevant documents, d) Present Unique Taxpayer Registry (RUC) number.

Within the verification process, the Superintendence may carry out inspection visits and meetings with Responsible Organizers, Directors, and Senior Officers, as well as request any information and documentation it deems necessary.

This Superintendence reserves the right to request additional information from the company after receiving the application for the Verification Visit, based on changes that have occurred regarding the original organizational file and/or the time elapsed between the issuance of the Organization Certificate and the presentation of the communication regarding compliance with operational requirements, insofar as the initial assumptions of the project and/or the economic environment may have varied, factors that could affect the company's risk profile.

Article 14th.- Resolution and certificate of operation.
Once the verifications referred to in the previous article are completed and within a period not exceeding 30 days from their execution, the Superintendence issues the corresponding resolution, and if it is authorizing, grants a certificate of authorization for operation.
This certificate must be published by the responsible organizers twice alternately, the first in the Official Gazette El Peruano and the second in one of extensive national circulation. In addition, said certificate must be permanently displayed in the company's main office, in a place visible to the public.

Article 15th.- Registration of shares.
Pursuant to Article 29 of the General Law, the company must prove the registration on the Stock Exchange of the shares representing its social capital, as appropriate, before starting its operations with the public.

CHAPTER IV
OTHER AUTHORIZATIONS

Article 16th.- Authorization of conversion.
Companies requesting their conversion must present the following information:

1. Certified copy of the Shareholders' General Meeting Agreement or equivalent body in which the decision to convert is recorded.
2. Deed of conversion to the new type of company.
3. List of majority shareholders of the company requesting the conversion.
4. Two copies of the market, financial, and management feasibility study to be applied or, in case the company continues to carry out the same operations or some of them, a report that includes an explanation of the reasons for the requested conversion and a description of the company's business model.
5. Manuals of policies and procedures and other relevant documents in case of new operations or if existing ones are modified or replaced.

The procedure to be followed with the application is as follows:
a) After the application is presented with the requirements and documentation indicated above, the Superintendence will proceed to carry out the corresponding evaluation, which may include inspection visits and meetings with shareholders, directors, and officers, and request information and documentation deemed necessary. Likewise, in the case of companies mentioned in subsections A, B, and C of Article 16 of the General Law, the application submitted will be brought to the attention of the Central Bank so that this entity issues its opinion within a period not exceeding 30 days from receipt of the corresponding letter. b) Once the evaluation is completed and the opinion of the Central Bank is received within a period not greater than 30 days, the Superintendence will issue the corresponding resolution of operation by conversion and, if it is authorizing, will grant a certificate of authorization for operation by conversion, which must be published by the authorized company twice alternately, the first in the Official Gazette El Peruano and the second in one of extensive national circulation. The Certificate of Authorization for Operation by Conversion must be permanently displayed in the main office of the new company, in a place visible to the public. c) Within a period not exceeding 90 days from the issuance of the certificate of authorization for operation by conversion, the company must send to this Superintendence the corresponding public deed of conversion registered in the Public Registries. At the request of the converting company and for duly substantiated reasons, this Superintendence may extend the aforementioned deadline. The Superintendence may reduce or simplify the requirements and the authorization procedure indicated above, taking into account the nature and implications of the conversion for the interests of the public, and always in observance of the provisions contained in the General Law.

Article 17th.- Authorization for the constitution of subsidiaries.
To constitute subsidiary companies included in Article 16 of the General Law, by companies of the Financial System and the Insurance System, authorization of organization and operation is required, according to the procedure and requirements established in Chapters II and III of this regulation, with the exception provided for in Article 58 of this norm. For the constitution of subsidiary companies that act as trustees in securitization trusts, stock broker dealers, mutual funds, and investment funds; only the organization requirements and procedures established in Chapter II of this norm apply, corresponding to CONASEV to grant the authorization for operation.

Article 18th.- Authorization for the establishment of branches of foreign companies.
Companies from the Financial and Insurance Systems abroad that propose to establish in the country a branch that operates with the public, must present the information and follow the procedures established in Chapters II and III of this norm, insofar as they are pertinent, considering the legal nature of the offices. Additionally, they must attach the following information:

1. The name of the applicant company and the location of its headquarters.
2. Notarized copy by a public official of the Social Contract that gave rise to the applicant company.
3. Certified copy of the agreement of the respective social body to establish a branch in Peru.
4. The name of the representative designated for Peru and a copy of the power of attorney granted to him/her and his/her acceptance, duly registered in public registries. Likewise, regarding said representative, the information established in Article 7, insofar as applicable, must be attached.
5. Audited individual financial statements and, if applicable, consolidated statements of the applicant company corresponding to the last 2 fiscal years.
6. Latest report issued by a recognized risk rating agency on the applicant company.
7. Certificate issued by the competent supervisory authority of the country of origin where it carries out its main operations, certifying that the applicant company is authorized to establish branches abroad and that this entity supervises it on a consolidated basis.
   Regarding shareholders of the applicant company that have a participation of less than 4% of the social capital of the same, they only need to indicate their shareholding participation.

Article 19th.- Authorization for the transformation of branches of foreign companies operating in companies with their own legal personality.
Companies from the financial and insurance systems abroad that request the transformation of their branches in the country already authorized and in operation, into companies with their own legal personality, must present an application with the following information:

1. Certified copy of the agreement of the Shareholders' General Meeting or equivalent body in which the decision to transform is recorded.
2. Deed of transformation.
3. Report that includes an explanation of the reasons for the requested transformation and its possible effects as a going concern of the branch established in the country, in aspects such as market, financial, and management, among others.
4. List of shareholders, directors, and Senior Officers, attaching for each of them, as appropriate, the information required in Articles 6 and 7 of this regulation.
5. Document indicating that the applicant company is authorized to invest in companies and/or subsidiaries abroad, indicating the control body that performs consolidated supervision. This document must be issued by the competent supervisory entity of the country of origin of the applicant company or by the representative of said company, in the event that the legislation of the country of origin does not require the aforementioned authorization.
6. Present Unique Taxpayer Registry number (RUC).

The procedure to be followed with the application is as follows:
a) After presenting the application and documentation indicated above, the applicant will proceed to publish a notice making known to the public the presentation of the transformation application and the names of the shareholders, directors, and legal representatives, if applicable. The publication must be carried out twice alternately, the first in the Official Gazette El Peruano and the second in a newspaper of extensive national circulation. b) The Superintendence will proceed to carry out the corresponding evaluation, which may include inspection visits and meetings with shareholders, directors, and senior officers, as well as request the information and documentation deemed necessary. Likewise, in the case of companies mentioned in subsections A, B, and C of Article 16 of the General Law, the application submitted will be brought to the attention of the Central Bank so that this entity issues its opinion within a period that will not exceed 30 days from receipt of the corresponding letter. c) Once the evaluation is completed and the opinion of the Central Bank is received within a period not greater than 30 days, the Superintendence will issue the corresponding resolution, and if it is authorizing, will grant a certificate of authorization for operation by transformation, which must be published by the authorized company twice alternately, the first in the Official Gazette El Peruano and the second in a newspaper of extensive national circulation. The Certificate of Authorization for Operation by Transformation must be permanently displayed in the main office of the new company, in a place visible to the public. d) Within a period not exceeding 90 days from the issuance of the certificate of authorization for operation by transformation, the new company must send to this Superintendence the corresponding public deed of transformation registered in the Public Registries. e) The new company that falls within the scope of Article 29 of the General Law must register on the stock exchange the shares representing its social capital within a period not exceeding 90 days from the registration of the public deed of transformation in the Public Registries. The Superintendence, at the request of the new company and for duly substantiated reasons, may extend the deadlines indicated in letters d) and e) of this article.

Article 20th.- Authorization of representatives of companies not established in the country.
The representative that a company of the financial system not established in the country designates, must be previously authorized by this Superintendence. For this purpose, an application will be presented accompanying the following information:

1. The name of the applicant company and the location of its headquarters.
2. Certified copy of the contract that gave rise to the applicant company.
3. Certified copy of the agreement of the competent social body to designate a representative in Peru.
4. The name of the representative or representatives designated for Peru and a copy of the power of attorney granted to them and their acceptance duly registered in public registries, attaching the following information:
   a) Curriculum Vitae. b) Sworn Declaration of:
   i) Not being subject to the impediments referred to in Articles 20 and 81 of the General Law. ii) Their patrimonial assets and, if applicable, they must indicate if these are subject to any type of encumbrance or limitation for their free disposal. iii) Having no Police or Criminal Records in the country or abroad. iv) Existence or non-existence of unfinished judicial processes in which they are involved and not being included in the list issued by the Office of Foreign Assets Control of the US Department of the Treasury (OFAC).
5. Audited individual financial statements and, if applicable, consolidated statements of the applicant company corresponding to the last 2 fiscal years.
6. Latest report issued by a recognized risk rating agency on the applicant company.
7. The list of persons with whom the applicant company is linked and legal entities that form an economic group according to the current regulation of this Superintendence on the matter. This list must include the ownership and management structure of the economic group, and the list of its shareholders or partners, directors, managers, and senior officers, according to said regulation.
   Verified the technical and moral suitability of the person designated as representative and the technical and economic solvency of the foreign company to represent, the Superintendence grants the corresponding authorization.
   The representatives of reinsurance companies and foreign reinsurance brokerage companies are subject to the provisions established by the Superintendence in the pertinent specific regulations.

CHAPTER V
CORPORATE REORGANIZATION PROCESSES
SUB-CHAPTER I
MERGER PROCESSES
TYPE I: MERGER BY CONSTITUTION OF A NEW COMPANY Authorization of Organization of the Incorporating Company

Article 21st.- Merger Authorization.-
Companies that agree to merge through the constitution of a new company, must jointly present to this Superintendence, through a single representative, the corresponding merger authorization application, accompanied by the following documents:
a) Certified copy of the minutes of the Shareholders' General Meeting or equivalent body, of each participating company, where the agreement to merge by constitution is recorded, approving the merger project which must contain the requirements established in the General Companies Law; b) Audited financial statements of the last fiscal year of the participating companies, unless the Superintendence has this information resulting from its supervisory work. Those that had been constituted in the same fiscal year in which the merger is agreed upon, must present a closed audited balance sheet as of the last day of the month prior to the approval of the merger project by the board of directors; c) Those indicated in letters a) and c) of Article 3 of the incorporating society; d) List of Organizers and Responsible Organizers of the incorporating society, attaching the information requested in Articles 4 and 5. e) In the case of insurance companies, the list of insurance lines in which the incorporating society will operate must be included. f) Patrimonial strengthening plan of the incorporating society g) An estimate of the General Balance Sheet of the incorporating society as of the start date of the merger; h) Any other information required by the Superintendence to verify the legal and technical viability of the merger. In the specific case of the constitution of incorporating societies with the nature of a Municipal Savings and Credit Bank or a Popular Credit Municipal Bank, the information required in the second and third paragraphs of Article 3 must be attached. Similarly, when the incorporating societies adopt the nature of Savings and Credit Cooperatives that capture public deposits, the provisions of the last paragraph of said article must be complied with.

Article 22nd.- Publication of the merger authorization application.-
The representative of the participating companies must publish a notice making known to the public the presentation of the "merger by constitution" authorization application in the terms and conditions indicated in Article 9.

Article 23rd.- Objections.-
If no objections have been filed, or if they have been dismissed, the evaluation of the submitted application will proceed in the terms set forth in Article 10.

Article 24th.- Resolution and Organization Certificate of the Incorporating Society
For the purposes of issuing the Resolution and Organization Authorization Certificate of the incorporating society, the procedure and requirements established in Articles 11 and 12 govern.

Authorization of Operation of the Incorporating Society

Article 25th.- Verifications
When the legal representative of the incorporating society communicates in writing to this Superintendence, in a single instance, having met the requirements required for the operation of the incorporating society according to the information presented in the preceding organization stage, the Superintendence will proceed to carry out the verifications deemed appropriate as indicated in Article 13, for the purpose of granting the authorization for operation. To this communication, the following must be attached:
a) The requirements indicated in letters a), b), c) and d) of Article 13 of the incorporating society. b) The list of shareholders of the new incorporating society, with their corresponding percentage participation in the social capital, attaching for the case of shareholders with a percentage participation greater than 4% of the social capital the information required in Article 6 c) A program of corporate acts leading to the formalization of legal relationships that allow the incorporating society to assume the entire patrimony of the societies that are extinguished.

Article 26th.- Resolution and Certificate of Operation of the Incorporating Society.
Once the verifications referred to in the previous article have been carried out, the Superintendent will issue the corresponding resolution and, if it is authorizing, will grant a certificate of authorization for operation to the incorporating society, within the timeframe and with the requirements provided for in Article 14; the certificates of the same nature extended, at the time, in favor of the incorporated companies, whose assets and liabilities were assumed by the incorporating society, automatically lose legal effect.

Article 27th.- Registration of Shares of the Incorporating Society
The incorporating society that falls within the scope of Article 29 of the General Law must comply with the provisions of Article 15. Likewise, it must manage the exclusion of all listed shares of the incorporated societies that were extinguished by virtue of the merger.

TYPE II: MERGER BY ABSORPTION

Article 28th.- Authorization of the Merger.-
Companies that agree to merge through the absorption of one or more societies by another existing society, must present to this Superintendence, through the absorbing society, the corresponding merger authorization application, accompanied by the following documents:
a) Certified copy of the minutes of the Shareholders' General Meeting, or equivalent body, of each participating company, where the agreement to merge by absorption is recorded, in which it is agreed that the absorbing society totally assumes the patrimony and other rights and obligations of the absorbed society, and in which the merger project is approved which must contain the requirements established in the General Companies Law; b) Audited financial statements of the last fiscal year of the participating companies, unless the Superintendence has this information resulting from its supervisory work. Those that had been constituted in the same fiscal year in which the merger is agreed upon, must present a closed audited balance sheet as of the last day of the month prior to the approval of the merger project by the Board of Directors; c) The deed of merger by absorption with the corresponding modifications to the articles of association and statutes of the absorbing society; d) List of final shareholders of the absorbing society, with their corresponding percentage participation in the social capital, attaching for the case of shareholders with a percentage participation greater than 4% of the social capital the information required in Article 6 and of the senior officers and directors, attaching the information required in Article 7; e) In the case of insurance companies, the list of insurance lines in which the absorbing society will operate must be included. f) Patrimonial strengthening plan of the absorbing society g) Estimate of the General Balance Sheet of the absorbing society as of the start date of the merger; h) A program of corporate acts leading to the formalization of legal relationships that allow the absorbing company to assume the entire patrimony and other rights and obligations of the society or societies that are extinguished; i) Present Unique Taxpayer Registry number (RUC) of the absorbing company; j) Any other information required by the Superintendence to verify the legal and technical viability of the merger.

Article 29th.- On the merger authorization application.-
The absorbing society must make known to the public the presentation of the "merger by absorption" authorization application in the terms and conditions indicated in Article 9.

Article 30th.- Resolution and Certificate of Operation of the Absorbing Society
If no objections have been filed, or if they have been dismissed, the evaluation of the submitted application will proceed, after which the Superintendent will issue in favor of the absorbing society the corresponding resolution. If it is authorizing, it will grant a certificate of authorization for operation, within the timeframe and with the requirements provided for in Article 14; the certificate of the same nature extended at the time, in favor of the absorbed societies, whose assets and liabilities were assumed by the absorbing society, automatically loses legal effect.

Article 31st.- Registration of Shares of the Absorbing Society
The absorbing society that falls within the scope of Article 29 of the General Law must comply with the provisions of Article 15. Likewise, it must manage the exclusion of all listed shares of the absorbed societies, that were extinguished by virtue of the merger.

SUB-CHAPTER II
SPIN-OFF PROCESSES
TYPE I: SPIN-OFF BY CONSTITUTION OF A NEW COMPANY Authorization of Organization of the Beneficiary Company
Article 32°.- Authorization of Spin-off.-
The company that agrees to split its assets into two or more blocks to transfer them entirely to new beneficiary companies subject to the supervision scope of this Superintendency, or the company that agrees to split its assets into two or more blocks to retain one of them and transfer the other(s) to a new beneficiary company(ies) subject to the supervision scope of this Superintendency; must present to it, together with the other companies participating in this process, through a single representative, the corresponding application for spin-off authorization, accompanied by the following documents:
a) Certified copy of the Minutes of the General Shareholders' Meeting or equivalent body of the spin-off company, stating the spin-off agreement, approving the spin-off project, which must contain the requirements established in the General Companies Law; b) Audited financial statements of the last fiscal year of the spin-off company, unless the Superintendency has such information as a result of its supervisory work. In case it had been constituted in the same fiscal year in which the spin-off is agreed upon, it must present an audited balance sheet closed on the last day of the month prior to the approval of the spin-off project by the board of directors; c) Those indicated in letters a) and c) of Article 3° of the beneficiary company(ies). d) List of Organizers and Responsible Organizers, attaching the information requested in Articles 4° and 5°; e) Draft statutory modification of the spin-off company, in case of partial spin-off; f) In the case of insurance companies, the list of insurance lines in which the new beneficiary company will operate must be included. g) Patrimonial strengthening plan of the new beneficiary company(ies). h) Estimated General Balance Sheet of the new beneficiary company(ies) as of the date the spin-off enters into force; i) Any other information required by the Superintendency to verify the legal and technical viability of the spin-off. When the beneficiary company in constitution adopts the nature of a Municipal Savings and Credit Bank or a Popular Credit Municipal Bank, the information required in the second and third paragraphs of Article 3° must be attached. Likewise, when the beneficiary company adopts the nature of a Savings and Credit Cooperative that captures public deposits, the provisions of the last paragraph of said Article must be complied with. Additionally, in the case of a partial spin-off, the prohibition indicated in Article 55° of the General Law must be taken into account, which prevents majority shareholders of the spin-off company from being direct or indirect holders of more than 5% of the shares of the beneficiary company if it is of the same nature.
Article 33º.- Publication of the spin-off authorization application.-
The representative of the participating companies must make public the presentation of the "spin-off by constitution" of a new company in the terms and conditions set forth in Article 9°.
Article 34°- Objections.-
If no objections have been filed, or if they have been dismissed, the evaluation of the submitted application will proceed in the terms established in Article 10°.
Article 35º.- Resolution and Certificate of Organization of the Beneficiary Company
For the purposes of issuing the Resolution and Certificate of Organization Authorization of the beneficiary company(ies), the procedure and requirements established in Articles 11° and 12° shall apply.
Authorization of Operation of the Beneficiary Company
Article 36º.- Verifications
When the legal representative of the new beneficiary company communicates in writing to this Superintendency, on a single occasion, that it has complied with the requirements required for the operation of the beneficiary company according to the information presented in the preceding organization stage, the Superintendency will proceed to carry out the relevant verifications for the purpose of granting the authorization of operation. To this communication, the following must be attached:
a) The requirements indicated in letters a), b), c) and d) of Article 13° of the beneficiary company; b) The list of shareholders of the new beneficiary company(ies), with their corresponding percentage participation in the share capital, attaching for the case of shareholders with a percentage participation greater than 4% of the share capital, the information indicated in Article 6°. c) List of ultimate shareholders with a percentage participation greater than 4% of the share capital of the partially spin-off company, if applicable. d) A program of corporate acts leading to the formalization of legal relationships that allow the new company to assume the assets of the spin-off company.
Article 37°.- Resolution and Certificate of Operation of the Beneficiary Company.
Once the verifications referred to in the preceding article have been carried out, the Superintendent will issue the corresponding resolution. If it is authoritative, it will grant a certificate of authorization of operation according to the terms and deadlines prescribed in Article 14°, automatically becoming legally ineffective, in the case of a total spin-off, the Certificate of the same nature issued at the time, in favor of the spin-off company.
Article 38°.- Registration of Shares of the Beneficiary Company
The beneficiary company that falls within the scope of Article 29° of the General Law must comply with the provisions of Article 15°. Likewise, in the case of total spin-off, it must manage the exclusion of the shares that are listed from the spin-off companies.
TYPE II: SPIN-OFF BY ABSORPTION
Article 39º.- Authorization of Spin-off.-
The company that agrees to split its assets into two or more blocks to transfer them entirely to existing beneficiary companies, subject to the supervision scope of this Superintendency; or the company that agrees to split its assets into two or more blocks to retain one of them and transfer the other(s) to an existing beneficiary company(ies) subject to the supervision scope of this Superintendency; must present to it, together with the other companies participating in this process, through a single representative, the corresponding application for spin-off authorization, accompanied by the following documents:
a) Certified copy of the Minutes of the General Shareholders' Meeting or equivalent body of the spin-off company, stating the absorption spin-off agreement, approving the spin-off project which must contain the requirements established in the General Companies Law, as well as the corresponding agreements of the absorbing company(ies); b) Audited financial statements of the last fiscal year of the participating companies, unless the Superintendency has such information as a result of its supervisory work. In case they had been constituted in the same fiscal year in which the spin-off is agreed upon, they must present an audited balance sheet closed on the last day of the month prior to the approval of the spin-off project by the board of directors; c) The absorption spin-off draft with the corresponding modifications to the social pact and the statute of the partially spin-off company and/or the absorbing company(ies); d) List of ultimate shareholders of the absorbing company(ies), with their corresponding percentage participation in the share capital, attaching for the case of shareholders with a percentage participation greater than 4% of the share capital the information required in Article 6° and of the main officials and directors, attaching the information required in Article 7º; e) List of ultimate shareholders with a percentage participation greater than 4% of the share capital of the partially spin-off company, if applicable. f) In the case of insurance companies, the list of insurance lines in which the absorbing company will operate must be included. g) A program of corporate acts leading to the formalization of legal relationships that allow the absorbing company(ies) to assume the patrimonial block and other rights and obligations of the spin-off company; h) Patrimonial strengthening plan of the absorbing company(ies). i) Estimated General Balance Sheet of the absorbing company(ies) as of the date the spin-off enters into force; j) Present the Unique Taxpayer Registry (RUC) number of the absorbing company; k) Any other information required by the Superintendency to verify the legal and technical viability of the spin-off. Likewise, in the case of a partial spin-off, the prohibition indicated in Article 55° of the General Law must be taken into account, which prevents majority shareholders of the spin-off company from being direct or indirect holders of more than 5% of the shares of the beneficiary company if it is of the same nature.
Article 40º.- Of the spin-off authorization application.-
The absorbing company(ies) must make public the presentation of the "absorption spin-off" authorization application in the terms and conditions set forth in Article 9°.
Authorization of Operation of the Absorbing Company
Article 41º.- Resolution and Certificate of Operation of the Absorbing Company
If no objections have been filed, or if they have been dismissed, the evaluation of the submitted application will proceed, after which the Superintendent will issue the corresponding resolution in favor of the absorbing company(ies). In case it is authoritative, it will grant a certificate of authorization of operation, according to the terms and deadlines prescribed in Article 14°, automatically becoming legally ineffective in the case of a total spin-off, the certificate of the same nature issued at the time, in favor of the spin-off companies, whose assets and liabilities were assumed by the absorbing company.
Article 42°.- Registration of Shares of the Absorbing Company
The absorbing or beneficiary company that falls within the scope of Article 29° of the General Law must comply with the provisions of Article 15°. Likewise, in the case of total spin-off, it must manage the exclusion of the shares that are listed from the spin-off companies.
TYPE III: COMPOUND SPIN-OFF
Article 43º.- Authorization of Spin-off.-
The company that agrees to split its assets totally or partially, with the purpose of transferring the segregated patrimonial blocks, on the one hand, to new companies, and on the other, to existing companies that are under the supervision scope of this Superintendency; must present to this Superintendency, together with the other participating companies, through a single representative, the corresponding application for compound spin-off authorization, accompanied by the documentation indicated in Types I and II preceding, insofar as it corresponds to each participating company according to its condition. SUB-CHAPTER III SIMPLE REORGANIZATION PROCESSES TYPE I: SIMPLE REORGANIZATION BY CONTRIBUTION TO CONSTITUTION OF A NEW COMPANY Authorization of Organization of the Acquiring Company
Article 44º.- Authorization of Simple Reorganization.-
Companies that agree to reorganize, with one of them segregating one or more patrimonial blocks in order to contribute them to one or more new companies that are under the supervision scope of this Superintendency, must present to this Superintendency, through a single representative, the corresponding application for authorization of simple reorganization, accompanied by the following documents:
a) Certified copy of the Minutes of the General Shareholders' Meeting or equivalent body of the reorganized company, stating the simple reorganization agreement adopted in accordance with the General Companies Law; b) Those indicated in letters a) and c) of Article 3° of the acquiring company; c) List of Organizers and Responsible Organizers, attaching the information requested in Articles 4° and 5°; d) Valuation report of the segregated patrimonial blocks, issued by an independent specialized firm; e) List of shareholders of the reorganized company and of the acquiring company(ies), with their corresponding percentage participation in the share capital of each, attaching for the case of shareholders with a percentage participation greater than 4% of the share capital of the acquiring company(ies), the information required in Article 6° . f) In the case of insurance companies, the list of insurance lines in which the acquiring company(ies) will operate must be included. g) Estimated General Balance Sheet of the acquiring company(ies) as of the date of validity of the simple reorganization, and if applicable, of the contributing company. h) Any other information required by the Superintendency to verify the legal and technical viability of the reorganization. When the acquiring company in constitution adopts the nature of a Municipal Savings and Credit Bank or a Popular Credit Municipal Bank, the information required in the second and third paragraphs of Article 3° must be attached. Likewise, when the acquiring company adopts the nature of a Savings and Credit Cooperative that captures public deposits, the provisions of the last paragraph of said Article must be complied with. Additionally, the prohibition indicated in Article 53° of the General Law must be taken into account, which prevents a company from being a shareholder of another of the same nature, so the authorization request for the reorganization must provide the mechanism by which compliance with this norm will be given.
Article 45º.- Publication of the reorganization authorization application.-
The representative of the participating companies must make public the presentation of the authorization application for "simple reorganization by constitution" in the terms and conditions set forth in Article 9°.
Article 46°- Objections.-
If no objections have been filed, or if they have been dismissed, the evaluation of the submitted application will proceed in the terms established in Article 10°.
Article 47º.- Resolution and Certificate of Organization of the Acquiring Company
For the purposes of issuing the Resolution and Certificate of Organization Authorization of the acquiring company, the provisions of Articles 11° and 12° shall apply.
Authorization of Operation of the Acquiring Company
Article 48º.- Verifications
When the legal representative of the new company(ies) communicates in writing to this Superintendency, on a single occasion, that it has complied with the requirements required for the operation of the company(ies) according to the information presented in the preceding organization stage, the Superintendency will proceed to carry out the relevant verifications for the purpose of granting the authorization of operation. To this communication, the following must be attached:
a) The requirements indicated in letters a), b), c) and d) of Article 13° of the acquiring company; b) A program of corporate acts leading to the formalization of legal relationships that allow the acquiring company(ies) to assume the patrimonial block and other rights and obligations of the contributing company.
Article 49°.- Resolution and Certificate of Operation of the Acquiring Company
Once the verifications referred to in the preceding article have been carried out, the Superintendent will issue the corresponding resolution. In case it is authoritative, it will grant the corresponding certificate of authorization of operation, following for such purposes the terms and deadlines prescribed in Article 14°.
Article 50°.- Registration of Shares of the Acquiring Company
The acquiring company(ies) that falls within the scope of Article 29° of the General Law must comply with the provisions of Article 15°.
TYPE II: SIMPLE REORGANIZATION BY CONTRIBUTION TO AN EXISTING COMPANY
Article 51º.- Authorization of Simple Reorganization.-
Companies that agree to reorganize, segregating one or more patrimonial blocks in order to contribute them to one or more existing companies that are under the supervision scope of the Superintendency, must present to this Superintendency, through a single representative, the corresponding application for authorization of simple reorganization, accompanied by the following documents:
a) Certified copy of the Minutes of the General Shareholders' Meeting or equivalent body of each participating company, stating the simple reorganization agreement adopted in accordance with the General Companies Law; b) The simple reorganization draft with the corresponding modifications to the social pact and the statute of the contributing company and the acquiring company(ies); c) Valuation report of the segregated patrimonial blocks, issued by an independent specialized firm; d) List of shareholders of the acquiring company(ies), with their corresponding percentage participation in the share capital; attaching for the case of shareholders with a percentage participation greater than 4% of the share capital the information required in Article 6° and of the main officials and directors, attaching the information required in Article 7º; e) In the case of insurance companies, the list of insurance lines in which the acquiring company(ies) will operate must be included. f) A program of corporate acts leading to the formalization of legal relationships that allow the acquiring company(ies) to assume the patrimonial block and other rights and obligations of the contributing company; g) Estimated General Balance Sheet of the acquiring company(ies) of the contribution as of the date of validity of the simple reorganization, and if applicable, of the contributing company; h) Any other information required by the Superintendency to verify the legal and technical viability of the operation. Additionally, the prohibition indicated in Article 53° of the General Law must be taken into account, which prevents a company from being a shareholder of another of the same nature, so the authorization request for the reorganization must provide the mechanism by which compliance with this norm will be given.
Article 52º.- Of the simple reorganization authorization application.-
The acquiring company(ies) must make public the presentation of the authorization application for "simple reorganization by contribution to an existing company" in the terms and conditions set forth in Article 9°.
Article 53º.- Resolution and Certificate of Operation of the Acquiring Company
If no objections have been filed, or if they have been dismissed, the evaluation of the submitted application will proceed, after which the Superintendent will issue the corresponding resolution. In case it is authoritative, the corresponding certificate of authorization of operation will be granted, following for such purposes the terms and deadlines prescribed in Article 14°.
Article 54°.- Registration of Shares of the Acquiring Company
The acquiring company that falls within the scope of Article 29° of the General Law must comply with the provisions of Article 15°.
CHAPTER VI
FINAL AND TRANSITORY PROVISIONS
Article 55.- Start of operations.
In any process of constitution, reorganization, and establishment that implies the start of operations, the company will be obliged to do so within a period of 3 months from the granting of the certificate of authorization of operation. Within this period, the company must set a definite date for the start of its operations, making this fact public in a mass media outlet prior to its entry into the market.
Article 56º.- Expansion of Insurance Lines
The provisions of this Regulation shall not apply to the applications filed by insurance companies specified in clause D number 1 of Article 16º of the General Law, when they require the expansion of their activities from a single line, of general risks or life to both lines of general risks and life. In these cases, they must follow the procedure for Modification of Statute by change of corporate object and increase of capital, if applicable, provided for in the Law and in the General Companies Law. Likewise, the insurance company must present an expansion study indicating the

products that it will offer, the target market, and the financial projections that would result from the expansion of operations.

Article 57º.- Clarifications on information requirements.

Relevant information in legal matters in any language other than Spanish shall be translated into Spanish for its submission to the Superintendency. Such translation must include the name of the translator and their signature. In the event of any discrepancy in interpretation, the Spanish version shall prevail.

Any sworn statement made in accordance with the requirements of this regulation must conclude with a reference stating that in the event fraud or falsity is detected in such statement, in accordance with Article 32.3° of Law No. 27444, the administrative act based on such statement will be annulled, without prejudice to applicable fines and criminal actions that may arise if the conduct fits one of the scenarios provided for crimes against Public Faith.

Article 58°.- Exception to the Guarantee Certificate and Cash Contribution

The requirement to present the guarantee certificate indicated in Article 21º of the General Law, as well as the cash contribution of social capital, is exempted in cases of conversion, constitution of subsidiaries by merger or spin-off of companies, transformation of branches of foreign companies into legal entities, merger, spin-off, or other forms of reorganization of companies of the financial system and the insurance system carried out in the manner provided for in the General Companies Law.

Article 59°.- Incompatibilities for serving as directors and managers

To clarify that the provisions contained in Articles 81° and 92° of the General Law regarding the prohibition of directors and employees of a company in the financial and insurance systems from serving as directors and managers in another company of the same nature, do not apply to those cases where such companies are undergoing corporate reorganization processes in accordance with the General Companies Law.

The appointment of directors and managers must be communicated to the Superintendency within the timeframe provided in Article 82° of the General Law.

Article 60º.- Authorization processes in progress.

The provisions of this Regulation apply to authorization processes initiated prior to its entry into force, unless they establish greater requirements for the supervised entity. The Superintendency reserves the right to demand such requirements if it considers that they have a significant impact on the public interest.

Article 61°.- Corporate reorganization processes involving a Municipal Savings and Credit Caixa -

In the corporate reorganization processes referred to in Chapter V of this Regulation in which a Municipal Savings and Credit Caixa participates, during the authorization stage, the respective project of the corporate reorganization agreement must make reference to the composition of the board of directors, considering the manner in which the entities will designate directors, both by the Municipal Councils as shareholder entities and by third-party shareholders and entities other than the Municipal Councils as shareholder entities, considering what is established in Article 3 of the Regulation for the Election of Representatives to the Board of Directors of the Municipal Savings and Credit Caixas.

1 Article incorporated by Resolution SBS No. 1325-2018 of April 5, 2018.

ANNEX I
MARKET, FINANCIAL, AND MANAGEMENT FEASIBILITY STUDY

1. Executive Summary: Indicate the main aspects of the market, financial, and management study.

2. Market Analysis:
   a) General Overview: General vision of the sector in which the company will operate, including the macroeconomic landscape, the market situation in the geographic area of the company's operation, and the market opportunities intended to be exploited. b) Current Market Profile: Comprises the main characteristics of target customers, market segments, and economic activity sectors in which the company will participate, as well as the description of the main operations and services to be developed. c) Future Market Analysis: The main trends and their possible impact on the company are explained. Estimation of market size and the company's participation in constitution. d) Competition Analysis: Considers the identification of competing companies and a comparative analysis of the products and conditions (tariffs, average premiums, interest rates, commissions, term, currency, etc.) that the proposed entity would offer in relation to said competing companies.

3. Management Analysis.
   a) Strategic Planning: Presents the background of the economic group and corporate philosophy, the objectives of the constitution or transformation of the company for the organizers. Likewise, the mission of the company, the objectives, the differentiation strategies for operations and services, as well as the general marketing and sales strategy will be included. The product development plans and their respective technical notes in the case of insurance products will also be detailed. Additionally, the initial plan for opening offices (indicating the type) with which it intends to operate during the first year must be presented. b) Organization: Comprises the corporate governance system, the organizational and administrative structure, as well as personnel requirements. c) General Policies and Procedures. i) General policies and procedures for risk identification and administration with special emphasis on:
   (1) The risks that will be assumed by being part of a conglomerate, where applicable.
   (2) For companies in the financial system: credit, market, operational, and liquidity risks.
   (3) For insurance companies: insurance, reinsurance risks, risks in eligible investments, and matching risk. ii) General policies and procedures for internal control and internal audit. iii) General policies and procedures regarding the operations and services that the company considers providing. iv) Transparency and contracting policies with the public user. v) Anti-money laundering and counter-terrorism financing prevention policies. vi) Policies for operations with related parties, shareholders, directors, and principal officials. d) Economic Group i) List of related persons and legal entities forming the economic group to which the company in constitution belongs in accordance with the current regulation of this Superintendency on the matter. This additionally includes, according to said regulation, the following information regarding the economic group to which it belongs:
   (1) Ownership and management structure.
   (2) List of shareholders or partners, directors, managers, and principal officials. e) Equipment. i) Description of information systems including a detail of the equipment and computer systems that the company considers implementing. ii) Location of the headquarters, offices, and ATMs. iii) Security conditions, office equipment, and insurance.

4. Financial Analysis.
   a) Capital. i) The amount of capital with which operations are proposed to begin, indicating the sum that will be paid in cash before starting the verification stage, which cannot be less than the minimum capital amount required on the date of submission of the application. ii) Opening balance sheet. iii) Investment budget and financing structure. iv) Information on operations (characteristics and conditions), sources of financing, indicating if there is linkage with the company. b) Financial Projections: Projections of the Balance Sheet, Statement of Income and Loss, Cash Flow, Break-even Point, and all necessary aspects that help demonstrate the viability and permanence of the project will be made. Additionally, the following will be included:
   i) Projection of financial indicators. ii) Comparative analysis of financial indicators with comparable companies. iii) Criteria for evaluating project viability (NPV, IRR). iv) Sensitivity analysis considering at least three scenarios. v) Break-even point analysis. c) Projection Assumptions: The assumptions of the projections must be clearly specified, detailing at least the following information:
   i) Macro variables: exchange rate, interest rate, economic growth rate, and the sector where the company will operate. ii) Determination of prices for products and/or services, as applicable. iii) Average size of operations, estimated number of operations, number of customers. iv) Financial expenses and administrative expenses. Personnel expenses and third-party services. v) For companies in the financial system:
   (1) Projection of the credit portfolio by status (Current, refinanced, restructured, overdue, and in judicial collection).
   (2) Calculation of provisions and projection of the credit portfolio by risk category of the debtor.
   (3) Projection of leverage with the detail of the calculation of risk-weighted assets and effective equity. vi) For companies in the insurance system:
   (1) Projection of the policy portfolio by product.
   (2) Projection of capital needs and solvency indicators.
   (3) Specification of financial assumptions: discount rate, investment return rate, reinvestment rate.
   (4) Projection of production, loss ratio, and technical reserves by product: average premiums, percentages of participation of each product in the total production of the company and in the total market production, percentages of commissions, number of advisors, promoters, and brokers, growth rates of insurance products, loss ratio, and rates of variation of reserves. (5) In case the company projects selling new products not commercialized in the local market, a technical note must be included for each new product. (6) Projection of residual value. (7) Composition of the investment portfolio by currency and instrument, indicating the economic sector, profitability, and risk classification by instrument. vii) Dividend distribution policy. viii) Depreciation, legal and/or tax charges. d) Presentation of Financial Information. The presentation of financial information must follow the following guidelines:
   i) The format for presenting projected financial statements must correspond to accounting standards approved by the Superintendency. In their absence, generally accepted accounting standards will be used. ii) Annual projections for 10 years and monthly for the first year. In the case of insurance companies, annual projections will be at least 10 years for general line companies, and at least 15 years for life and mixed line companies. iii) Financial information will be presented in national currency. iv) In addition to printed documentation, the financial analysis must be presented in files compatible with Excel, incorporating the formulas used.