Technical Standards for the Authorization of Establishment, Commencement of Operations, and Registration of Securitization Companies

CNBCR-09/2023
NDMC-26
TECHNICAL STANDARDS FOR THE AUTHORIZATION OF ESTABLISHMENT, COMMENCEMENT OF OPERATIONS, AND REGISTRATION OF SECURITIZATION COMPANIES Approval: 26/09/2023 Validity: 11/10/2023

THE COMMITTEE OF STANDARDS OF THE CENTRAL BANK OF RESERVE OF EL SALVADOR,

CONSIDERING:

I. That Article 5 of the Asset Securitization Law establishes that to constitute a Securitization Company, authorization must be requested from the Superintendency, presenting along with the request the information indicated therein.

II. That Article 8 of the Asset Securitization Law establishes that, having met the requirements required by this Law, verified the accounting and information systems, as well as the entity's internal controls and procedures, and its social deed registered in the Commerce Registry, the Council will agree to the commencement of operations of the Securitization Company, authorizing its registration, which must be carried out within a maximum period of five business days.

III. That Article 3 letter b) of the Law on Supervision and Regulation of the Financial System establishes that it is the competence of the Superintendency of the Financial System to authorize the establishment, functioning, commencement of operations, suspension of operations, modification, revocation of authorization, closure, and other acts of the members of the financial system, in accordance with the legal, regulatory, or technical normative provisions established regarding the matter. In the case of closure, it will coordinate the actions established by the laws with other involved institutions.

IV. That Article 7 letter q) of the Law on Supervision and Regulation of the Financial System establishes that securitization companies are subject to the provisions of said Law and therefore to the supervision of the Superintendency of the Financial System.

THEREFORE,

by virtue of the normative powers conferred upon it by Article 99 of the Law on Supervision and Regulation of the Financial System,

AGREES to issue the following:

TECHNICAL STANDARDS FOR THE AUTHORIZATION OF ESTABLISHMENT, COMMENCEMENT OF OPERATIONS, AND REGISTRATION OF SECURITIZATION COMPANIES

CHAPTER I
OBJECT, SUBJECTS, AND TERMS

Object
Art. 1.- These Standards aim to establish the requirements and the procedure to follow before the Superintendency of the Financial System for the authorization of establishment, commencement of operations, and registration of securitization companies.

Subjects
Art. 2.- The subjects obligated to comply with the provisions established in these Standards are the persons interested in obtaining authorization for the establishment, commencement of operations, and registration of a securitization company.

Terms
Art. 3.- For the purposes of these Standards, the terms indicated below have the following meaning:
a) Administrators: Persons proposed to occupy positions on the board of directors, directors, or executive presidents and managers, or those who exercise their functions; b) Central Bank: Central Bank of Reserve of El Salvador; c) Securitization Law: Asset Securitization Law; d) Registry: Public Registry of the Superintendency of the Financial System; e) Superintendency: Superintendency of the Financial System; and f) Securitization Company: Securitization company registered in the Superintendency of the Financial System.

CHAPTER II
AUTHORIZATION OF ESTABLISHMENT, COMMENCEMENT OF OPERATIONS, AND REGISTRATION OF SECURITIZATION COMPANIES IN THE PUBLIC REGISTRY OF THE SUPERINTENDENCY OF THE FINANCIAL SYSTEM

Social denomination and domicile
Art. 4.- In the social denomination of every Securitization Company, the word “Securitization Company” (Titularizadora) must follow immediately after the agreed denomination. No Securitization Company may use in its social denomination or trade name the expression “National” or any other word that may suggest that it is an organization created by the State or backed by it, as provided in Article 10 of the Securitization Law.

In accordance with what is provided in Article 4 of the Securitization Law, every Securitization Company that is constituted must be domiciled in the Republic of El Salvador.

Social capital
Art. 5.- The minimum social capital must be constituted in accordance with what is established in Article 19 of the Securitization Law and Article 98 of the Securities Market Law. In any case, the social capital must be fully subscribed and paid in cash; consequently, it cannot be integrated through contributions in kind.

The update of the social capital referred to in the preceding clause will be carried out in accordance with what the Securities Market Law establishes for the capital of establishment and operation of entities supervised by the Superintendency.

The social capital must be accredited through the deposit of the corresponding sum in the Central Bank or in another bank domiciled and authorized to operate as such by the Superintendency. The aforementioned deposit must be accredited in turn by means of a certified check or a certified deposit duly endorsed, as provided in Article 195 of the Commercial Code.

Regarding the request and its content
Art. 6.- Persons intending to be shareholders of a Securitization Company must request authorization from the Superintendency for its establishment, attaching the following information:
a) The full name, age, nationality, profession or occupation, domicile, expression of the type and number of personal identity document, Tax Identification Number when applicable, percentage of shareholding that each potential shareholder intends to hold, and Registry of Taxpayers Number, in the case that they are registered as such in the corresponding registry, for each of the potential shareholders. In the case that the request is signed by a legal representative or attorney, their full name, age, nationality, profession or occupation, type, and number of personal identity document must be expressed; b) In the case that the request is not presented by the signing persons, the signatures appearing in it must be authenticated by a Salvadoran notary; c) The amount of social capital to be subscribed and paid; d) The expression of the social denomination with which the Securitization Company intends to operate; e) Full name, age, nationality, profession or occupation, domicile, and expression of the type and number of personal identity document, for each of the potential directors and administrators and their respective spouses, if they have agreed in the act of marriage to submit to the regimes of participation in profits or deferred community.

In any case, in accordance with what is established in Article 11 of the Securitization Law, every Securitization Company must be administered by a Board of Directors integrated with at least three principal directors and an equal number of alternates; f) The place to receive any kind of notifications and the designation of the persons commissioned for such effect.

Documents that must be attached to the request Art. 7.- The request referred to in Article 6 of these Standards must contain the following attached documentation:

a) Draft of the social establishment deed, which must comprise the statutes, complying with all requirements indicated for such effect by the applicable legislation; b) Complete list of potential controlling or relevant shareholders, as applicable, containing: full name, age, nationality, profession or occupation, domicile, type and number of personal identity document, Tax Identification Number when applicable, percentage of shareholding, and Registry of Taxpayers Number, in the case that they are registered as such in the corresponding Registry; c) Legible certified notarial copies of the Unique Identity Document or Passport or Resident Card for the case of foreigners, and the Registry of Taxpayers Number if they are registered as such in the respective registry, and, when applicable, Legible copy of the Tax Identification Number (NIT), which will be in accordance with what is established by the Tax Administration, for each of the potential shareholders and their legal representatives, mandataries, and their attorneys if applicable; d) Legible certified notarial copies of the Unique Identity Document or Passport or Resident Card for the case of foreigners, and the Registry of Taxpayers Number if they are registered as such in the respective registry, and, when applicable, Legible copy of the Tax Identification Number (NIT), which will be in accordance with what is established by the Tax Administration, for the potential directors and administrators and their respective spouses, if they have agreed in the act of marriage to submit to the regimes of participation in profits or deferred community; e) The Curriculum Vitae of each of the initial directors and administrators, as well as any other kind of documentation that accredits their experience of at least five years in the financial and administrative area. The Curriculum Vitae may refer only to professional experience; f) At least two banking and/or credit references, for each of the potential directors and administrators proposed, issued by Institutions authorized to operate in the country by the Superintendency of the Financial System or by the office that exercises State vigilance when it comes to references extended abroad;

When any of the certificates related in the preceding clause has been issued abroad, the applicants must also attach the documents by virtue of which it is proven that the person or entity that issued said certificate is legally authorized to operate in the corresponding country; g) Sworn declaration by each of the potential controlling and relevant shareholders and the directors and administrators, in which they declare that they are not in any of the situations established in Articles 12 and 16 of the Securitization Law, respectively. In the case of directors and administrators, they must also declare the shareholding they hold in other companies, when the participation is 25% or more of the total share capital of the respective company. In the sworn declarations signed by the directors and administrators, they must indicate the place where they can receive any kind of notifications and the list of persons designated for such effect. The signature affixed to each of these declarations must be authenticated by a Salvadoran notary and must be prepared in accordance with Annexes No. 1 and 2 of these Standards; h) Documents proving the origin of the funds for the acquisition of the shares; i) In the case that one or more applicants are legal entities, they must also attach the following documents, insofar as applicable:
i) Notarially certified copy of the public deed of establishment and its modifications duly registered in the corresponding registry and of the latest credential of the election of its administration body. If at that date the term for the election of administrators has already expired, a certificate must be presented stating that at that date no new administration has been elected and that therefore, the previously elected one continues in the full exercise of its functions. It is understood that in accordance with what is provided in the second clause of Article 265 of the Commercial Code, such certificate will only be admissible in the case that six months have not elapsed from the expiration of the term for which the respective administrators were elected. After said term has elapsed, a copy of the credential of election of new administration that is valid at that date must be presented, which must be registered in the Commerce Registry; ii) Certification of the list of shareholders who hold twenty-five percent (25%) or more of its social capital. Such certification must be signed by whoever has the legal representation of the applicant and must be authenticated by a notary; iii) If the current social pact establishes that for the establishment of any kind of company, the legal representative of the applicant needs authorization from any superior body, a notarially certified copy of the certification of the Point of Act in which such agreement is recorded must be presented.

The request and documentation may be presented through the means made available by the Superintendency, which may be electronic. In any case, the term referred to in the first clause of Article 8 of these Standards will begin to count from the next business day after the request has been presented.

Procedure for requesting Authorization for the establishment of the Securitization Company Art. 8.- Upon receiving the request for authorization to establish a Securitization Company in accordance with what is established in Articles 6 and 7 of these Standards, the Superintendency will proceed to verify compliance with the requirements defined in the Securitization Law and these Standards, having a period not exceeding fifteen (15) business days for its review.

If the request is not accompanied by the complete and duly formatted information detailed in Articles 6 and 7 of these Standards, the Superintendency, due to the lack of necessary requirements, may require said persons to present the missing documents within a period of ten (10) business days counted from the day following the notification, a term that may be extended at the request of the interested persons when there are reasons justifying such extension.

The Superintendency in the same notice will indicate to the persons interested in establishing a Securitization Company that if they do not complete the information within the aforementioned period, it will proceed without further procedure to archive the request, leaving their right to present a new request intact.

If after the analysis of the documentation presented in accordance with Articles 6 and 7 of these Standards, the Superintendency has observations or when the documentation or information presented is not sufficient to establish the facts or information intended to be accredited, the Superintendency will notify said persons to remedy the deficiencies communicated or present additional documentation or information requested.

Those interested in establishing a Securitization Company will have a maximum period of ten (10) business days counted from the day following the notification, to resolve the observations or present the additional information requested by the Superintendency.

The Superintendency may, through a reasoned resolution, extend by up to another ten (10) business days, the term indicated in the preceding clause, when the nature of the observations or deficiencies notified so requires.

Extension term
Art. 9.- Persons interested in establishing a Securitization Company may present a request for extension of the term indicated in the fifth clause of Article 8 of these Standards to the Superintendency, before the expiration of said term, expressing the grounds on which it is based and proposing, if applicable, the relevant proof.

The extension term may not exceed ten (10) business days and will start from the next business day after the expiration date of the original term.

Suspension of the term
Art. 10.- The fifteen (15) business day term indicated in the first clause of Article 8 of these Standards will be suspended for the days that elapse between the notification of the request for information or documentation referred to in the second and fifth clauses of said article, until the observations requested by the Superintendency are remedied.

Publication of the list of shareholders and directors Art. 11.- Once the complete and duly formatted documentation referenced in Articles 6 and 7 of these Standards has been presented, the Superintendency within a period of five (5) business days following, will publish in printed media of national circulation or another digital publication platform with greater or equal coverage, or on its website, in accordance with what is established in the prevailing legal framework, once and at the expense of the interested parties, the list of potential controlling and relevant shareholders and the initial directors or administrators, which will be carried out complying with the following requirements:
a) It will contain the following legend: “The Superintendency of the Financial System, based on what is provided in Art. 6 of the Asset Securitization Law, makes known to the general public the following: That a request for authorization for the establishment of the company _______________________, Securitization Company, which may be abbreviated _____________, has been received in this Superintendency, therefore it is published: The list of persons who intend to be controlling or relevant shareholders and the initial potential directors and administrators of the same. For this reason, if any person has knowledge that any of the persons mentioned below incurs in one or several causes of ineligibility or prohibition contained in Arts. 12 and 16 of the Asset Securitization Law, they may make it known to this Superintendency, in writing, within a period of fifteen (15) days counted from the day following this publication, in the offices of the Superintendency; b) The list of persons who intend to be controlling or relevant shareholders of the Securitization Company will also be published, in accordance with what is provided in Article 7 of the Securitization Law. If they are legal entities, the list of their shareholders, who hold twenty-five percent (25%) or more of their capital or of the partners who have that percentage of social participation, will also be published; c) List of the initial potential directors and administrators of the Securitization Company. d) The publication will be carried out occupying at least half a page in the case of printed media, or prominently in the case of being carried out by other means, in accordance with the prevailing legal framework; its text will be written in Arial font, size 10 (at least); and the header will carry the logo of the Superintendency, in bold font size 14 (at least); e) In any case, such publication must be carried out in accordance with the model provided in Annex No. 3 of these Standards.

Procedure in the case that oppositions are presented Art. 12.- In the case that the Superintendency or any person objects to any of the persons mentioned in the previous article, stating that any of the incapacities or prohibitions contained in the Securitization Law apply, and having the corresponding proof, the Superintendency will notify said circumstance to the objected person, who must appear within a period of four (4) business days counted from the respective notification, and must pronounce themselves on the raised opposition, being able to attach any kind of proof intended to support their arguments.

After the aforementioned period has concluded, the Superintendency will resolve on the alleged ineligibilities or prohibitions, notifying said circumstance in the manner previously provided.

If any shareholder, initial director, or administrator is declared ineligible or if it is determined that they incur in a legal prohibition to hold such quality, the interested party or parties must send to the Superintendency a new list in which the corresponding shareholder, director, or administrator has been excluded.

In the case that for any circumstance, any of the initial shareholders, directors, or administrators is substituted, said circumstance must be published in accordance with what is established in the previous article.

Authorization for the establishment of the Securitization Companies Art. 13.- Within a period of thirty (30) business days counted from having complied with the previous requirements, the Council will proceed to issue the corresponding constitution authorization resolution, which will be communicated to the interested parties within a maximum period of three (3) business days from the issuance of the said resolution, in order to proceed to the granting of the constitutive deed, a circumstance that must be fulfilled within a period of sixty (60) days counted from the notification of said resolution.

Art. 14.- If within the aforementioned period, the constitutive deed is not granted, the Superintendency, acting ex officio or at the request of a party, may revoke the authorization mentioned in the preceding clause.

Review of Testimony
Art. 15.- Prior to the presentation of the Testimony of the Public Deed of Establishment in the Commerce Registry, it must be presented to the Superintendency, so that within a period of ten (10) business days counted from the date of its presentation, it verifies if the terms thereof are in accordance with the previously authorized project.

Art. 16.- The aforementioned term may be suspended, in the case that the Superintendency determines differences between the authorized project and the respective Public Deed of Establishment, in which latter case, the authorizing notary must proceed to make the corrections requested, which must be presented again to the Superintendency, for the corresponding ratification.

Art. 17.- If the Superintendence determines that there are no inconsistencies between the Public Deed of Constitution and the revised draft deed, or in the case where the communicated inconsistencies have been overcome within the deadline indicated in Article 14 of these Norms, the Superintendence will proceed to issue a certificate stating the favorable qualification of said deed, so that it may be presented to the Commercial Registry for the corresponding inscription.

Procedure in case the Commercial Registry makes observations on the Testimony of the Public Deed of Social Constitution, or denies its inscription

Art. 18.- When the Commercial Registry notifies the authorizing notary or any other interested party of the denial or the making of observations on the Testimony of the Public Deed of Social Constitution of a Securitization Company, they must in turn notify such circumstance to the Superintendence in writing and no later than the next business day after receiving the respective notification.

In said writing, the interested party or the authorizing notary must relate at least the presentation number of the respective instrument in the Commercial Registry and state whether they will file any type of appeal aimed at achieving the inscription of the Testimony or, in case, the manner in which they intend to remedy the respective observations, as well as the result of such actions, which must be notified to the Superintendence in the manner provided in the preceding paragraph.

If it is necessary to modify the conditions under which the Superintendence ordered its favorable qualification for the inscription of the mentioned instrument, it may, upon written request of the future shareholders, proceed to modify the certificate related in Article 17 of these Norms.

Authorization for the commencement of operations and registration of the Securitization Company

Art. 19.- For the authorization of the commencement of operations and registration of a Securitization Company, the following requirements must be met:

a) In the event that the Board of Directors has not been elected in the Public Deed of Social Constitution, a legible copy, notarially certified of the certification of the point of the Minutes of the General Meeting of Shareholders in which such election is recorded, must be presented to the Superintendence prior to its inscription in the Commercial Registry. Once such certification is inscribed in the Registry before mentioned, a notarially certified copy thereof must be sent to the Superintendence;

b) That the legal representative of the Securitization Company requests in writing from the Superintendence the authorization for the commencement of operations and its corresponding entry in the registry;

c) Legible photocopy, notarially certified, of the point of the minutes by virtue of which the appointment of the General Manager or Executive Director has been made;

d) Legible photocopy of the Tax Identification Number (NIT) and legible photocopy, notarially certified, of the Taxpayer Registration Number of the Securitization Company;

e) Organizational chart of the Securitization Company indicating the names of the administrators and directors, expressing their positions and support staff;

f) Legible photocopy, notarially certified, of the agreement appointing the External Auditor, in the event that it has not been appointed in the constitutive act, who must be registered in the Special Registry of External Auditors kept by the Superintendence;

g) Legible photocopy, notarially certified, of the Public Deed of constitution of the Securitization Company, duly inscribed in the Commercial Registry;

h) Present the accounting and information systems, as established in the Technical Standards on Requirements for Information Systems of Entities of the Securities Market (NDMC-24), approved by the Standards Committee of the Central Bank and in the Manual and Chart of Accounts for Asset Securitization Companies (RCTG-6/2008);

i) Present the Internal Controls and Procedures that the Securitization Company will establish regarding itself and the Funds it will administer, incorporating at least:
i) Administration of conflicts of interest and handling of reserved or privileged information; ii) Administration of assets and the flows they generate; iii) Monitoring of contracted services; iv) Administration of accounts or delinquent obligations; v) Administration of guarantees and improvements.

j) Business plan or model for the first three years, referring to the central aspects of the activities it intends to carry out, potential demand for the services it offers, market analysis, main risks and disadvantages.

The Superintendence will verify the accounting, information systems, controls and internal procedures of the company, verifying that the computer systems have their applications and processes duly documented, including records of changes therein, maintenance policies, licenses and authorizations, backup mechanisms and information recovery procedures.

CNBCR-09/2023
NDMC-26
TECHNICAL STANDARDS FOR THE AUTHORIZATION OF CONSTITUTION, COMMENCEMENT OF OPERATIONS AND REGISTRATION OF SECURITIZATION COMPANIES Approval: 09/26/2023 Validity: 10/11/2023

The application and documentation may be submitted through the means made available by the Superintendence, which may be electronic. In any case, the deadline referred to in the first paragraph of Article 20 of these Norms will begin to run from the next business day after the application has been submitted.

Procedure for Authorization for the commencement of operations and Registration of a Securitization Company

Art. 20.- Upon receipt of the application for authorization and documentation for the commencement of operations and registration of a Securitization Company which the Superintendence keeps for such purposes, in accordance with what is established in Article 19 of these Norms, the Superintendence will proceed to verify compliance with the requirements defined by the Securitization Law and in this Norm, having a period of up to thirty business days for the authorization of commencement of operations and registration of a Securitization Company.

If the application does not come accompanied by the complete and properly detailed information set forth in Article 19 of these Norms, the Superintendence, due to the lack of necessary requirements, may require said persons to present the missing documents within a period of ten business days counted from the day following the notification, which period may be extended at the request of the interested parties when there are reasons justifying such extension.

The Superintendence in the same notice will indicate to the persons interested in the commencement of operations of a Securitization Company and its registration in the Superintendence that if they do not complete the information within the aforementioned period, it will proceed without further procedure to archive the application, leaving them free to present a new application.

If after the analysis of the documentation presented according to Article 19 of these Norms, the Superintendence has observations or when the documentation or information presented does not prove sufficient to establish the facts or information intended to be accredited, the Superintendence will warn said persons to remedy the deficiencies communicated to them or present additional documentation or information requested.

Those interested in the commencement of operations and in the registration of a Securitization Company in the Superintendence will have a maximum period of ten business days counted from the day following the notification, to resolve the observations or present the additional information required by the Superintendence.

The Superintendence may by reasoned resolution extend by another ten business days, the period indicated in the preceding paragraph, when the nature of the observations or warned deficiencies so requires.

CNBCR-09/2023
NDMC-26
TECHNICAL STANDARDS FOR THE AUTHORIZATION OF CONSTITUTION, COMMENCEMENT OF OPERATIONS AND REGISTRATION OF SECURITIZATION COMPANIES Approval: 09/26/2023 Validity: 10/11/2023

Extension Period

Art. 21.- Persons interested in the commencement of operations and in the registration of a Securitization Company in the Superintendence may submit to said institution an application for extension of the period indicated in the fifth paragraph of Article 20 of these Norms, before the expiration of said period, stating the grounds on which it is based and proposing, if applicable, the pertinent proof.

The extension period may not exceed ten business days and will start from the next business day after the expiration date of the original period.

Suspension of the period

Art. 22.- The thirty-business-day period indicated in the first paragraph of Article 20 of these Norms, will be suspended for the days that elapse between the notification of the request for information or documentation referred to in the second and fifth paragraphs of said article, until the observations required by the Superintendence are remedied.

Regarding the resolution of the authorization

Art. 23.- The Superintendence, if it finds no objections or if the observations made have been remedied, will issue the agreement authorizing the commencement of operations of the Securitization Company, ordering in that same act, the Registry Entry of the same in the corresponding registry, which must be carried out within a maximum period of five business days.

The Superintendence will proceed to notify the resolution on the application for commencement of operations and registration of a Securitization Company in the Superintendence, within a maximum period of three business days from the date the resolution is issued.

Publication of the agreement authorizing the commencement of operations of the Securitization Company

Art. 24.- Verified what is contemplated in the previous article, the Superintendence will proceed to publish once in national circulation printed media or another digital publication platform with greater or equal coverage, or on its website, in accordance with what is established in the current legal framework and at the expense of the Securitization Company, the agreement authorizing the commencement of its operations, which publication must be carried out complying with at least the following requirements:

a) It will contain the following legend: “The Superintendence of the Financial System, based on what is provided in Art. 18 of the Asset Securitization Law, makes known to the general public the following: “That since the corresponding legal and regulatory requirements have been met, the Board of Directors of this Superintendence, AGREED TO AUTHORIZE in session held at ___ hours on the ___ day of two thousand ___, the commencement of operations and the corresponding registration in the Public Stock Exchange Registry of the Company _____________, Securitization,

CNBCR-09/2023
NDMC-26
TECHNICAL STANDARDS FOR THE AUTHORIZATION OF CONSTITUTION, COMMENCEMENT OF OPERATIONS AND REGISTRATION OF SECURITIZATION COMPANIES Approval: 09/26/2023 Validity: 10/11/2023

which may be abbreviated _________, with Tax Identification Number ___________ and with domicile in the city of ____”;

b) The publication will be carried out occupying at least one quarter of a page in the case of printed media, or prominently in case it is carried out by other means, in accordance with the current legal framework; its text will be written in Arial font, size 10 (at least);

c) The last line must record the respective publication date.

The Superintendence may also, at the expense of the Securitization Company, publish any other information that in its criterion is considered relevant to foster market transparency. In this case, the letter of the publication must be Arial type, size 12 (at least) and the size thereof may not be less than one quarter of a page, in the case of printed media.

Certification of photocopies and authentication of signatures

Art. 25.- Every photocopy presented to the Superintendence in compliance with what is provided in these Norms must be certified by a Salvadoran Notary. In cases where the photocopies correspond to the Tax Identification Number (NIT), notarial certification will not be required.

Likewise, the signatures that match in all types of documentation must be authenticated by a Salvadoran Notary.

Notwithstanding the foregoing, public or authentic documents emanating from a foreign country, as well as their photocopies, may be admitted without need for legalization or apostille, provided they allow reasonably verifying their authenticity, integrity and content, in accordance with what is provided in Article 4-A of the Administrative Procedures Law. (1)

CHAPTER III
OTHER PROVISIONS AND VALIDITY

Art. 26.- No proceeding will be taken to authorize the constitution of Securitization Companies, their commencement of operations nor their registration in the Public Registry of the Superintendence, until all and each of the requirements pointed out by these Norms for such effect have been met.

Sanctions

Art. 27.- Non-compliance with the provisions contained in these Norms will be sanctioned in accordance with what is established in the Supervision and Regulation Law of the Financial System.

CNBCR-09/2023
NDMC-26
TECHNICAL STANDARDS FOR THE AUTHORIZATION OF CONSTITUTION, COMMENCEMENT OF OPERATIONS AND REGISTRATION OF SECURITIZATION COMPANIES Approval: 09/26/2023 Validity: 10/11/2023

Repeal

Art. 28.- These Norms repeal the “Norm for the Authorization of Constitution and Commencement of Operations of Securitization Companies and for the Authorization of their Registration in the Public Stock Exchange Registry” (RCTG-2/2008) approved on January 29, 2008 by the Securities Superintendence, whose Organic Law was repealed by Legislative Decree No. 592 containing the Supervision and Regulation Law of the Financial System, published in Official Diary No. 23, Volume No. 390, dated February 2, 2011.

Transitory

Art. 29.- Applications presented in accordance with what is established in the “Norm for the Authorization of Constitution and Commencement of Operations of Securitization Companies and for the Authorization of their Registration in the Public Stock Exchange Registry” (RCTG -2/2008) and that were pending at the moment of entry into force of these Norms, will continue in accordance with said Norm.

Unforeseen Aspects

Art. 30.- Unforeseen aspects in regulatory matters in these Norms will be resolved by the Central Bank through its Standards Committee.

Validity

Art. 31.- These Norms will enter into force starting from October 11, two thousand twenty-three.

MODIFICATIONS:
(1) Modifications to Article 25 and Annexes Nos. 1 and 2, approved by the Central Bank through its Standards Committee, in Session No. CN-06/2026 of September 8, two thousand twenty-six, with validity starting from September 23, two thousand twenty-six.

CNBCR-09/2023
NDMC-26
TECHNICAL STANDARDS FOR THE AUTHORIZATION OF CONSTITUTION, COMMENCEMENT OF OPERATIONS AND REGISTRATION OF SECURITIZATION COMPANIES Approval: 09/26/2023 Validity: 10/11/2023

Annex No. 1
SECURITIZATION COMPANIES
MODEL OF SWORN DECLARATION FOR SHAREHOLDERS
NATURAL PERSONS

I, ___________________________________, in my capacity as future shareholder of the company ________________, Securitization, declare under oath that:

That I am not in a state of bankruptcy or suspension of payments;
That I have not been convicted by a final judgment, in the Republic of El Salvador or abroad, for having committed or participated fraudulently in the commission of any crime;
That I have not been a director or manager, or official of an institution integrating the financial system in which my administrative responsibility has been demonstrated for said institution, from the validity of the Law of Privatization of Commercial Banks and Savings and Loan Associations, to have:

Incurred in patrimonial deficiencies of twenty percent or more of the minimum required by the Law;
Received contributions from the State or the Deposit Guarantee Institute for its rehabilitation;
Been intervened by the competent body;
Been restructured and consequently had its authorization to function revoked;
That I was legal representative, general manager, executive director and director with executive positions of financial entities; but ceased in such positions two years before such situation arose;

That I participated in the rehabilitation of financial institutions, in accordance with what is prescribed in the Law of Rehabilitation and Strengthening of Commercial Banks and Savings and Loan Associations, without incurring responsibility subsequent to the rehabilitation.

In the event that this condition does not apply, the following must be declared: “That I did not participate in the rehabilitation of financial institutions, in accordance with what is prescribed in the Law of Rehabilitation and Strengthening of Commercial Banks and Savings and Loan Associations, without incurring responsibility subsequent to the rehabilitation”;

That my participation in activities related to drug trafficking and connected crimes and with money laundering, terrorism financing and financing of the proliferation of weapons of mass destruction has not been proven judicially; (1)
That I can demonstrate the legitimate origin of the funds to acquire shares;
That my financial and patrimonial situation is economically proportional to the value of the shares I intend to acquire;
That I am not a debtor of the financial system for credits to which a rehabilitation reserve of fifty percent or more of the balance has been constituted, while such situation persists;
That I have not been in the Republic of El Salvador, or abroad:

Declared ineligible to hold the quality of shareholder;

CNBCR-09/2023
NDMC-26
TECHNICAL STANDARDS FOR THE AUTHORIZATION OF CONSTITUTION, COMMENCEMENT OF OPERATIONS AND REGISTRATION OF SECURITIZATION COMPANIES Approval: 09/26/2023 Validity: 10/11/2023

Annex No. 1

Sanctioned administratively or judicially for my participation in serious infringement of laws and norms of a financial character, especially the collection of funds from the public without authorization, the granting or receipt of related loans exceeding the permitted limit and in crimes of a financial character;

That I have not been a director or administrator of a Securitization Company, whose authorization to operate has been revoked by the Superintendence;
That I have been a director or administrator of a Securitization Company, whose authorization to operate was revoked by the Superintendence, but it was proven that I had no responsibility for such situation to occur.

In the event that this condition does not apply, the following must be declared: “That I have not been a director or administrator of a Securitization Company, whose authorization to operate was revoked by the Superintendence”.

San Salvador, ______ of _________________of ____ Name, Signature and DUI No.

(1) In the event that there are no controlling shareholders, these circumstances apply to shareholders intending to own ten percent or more of the shares of the securitization company.
(2) Regarding a legal entity, the preceding circumstances will also be considered with respect to shareholders who are holders of twenty-five percent or more of the shares of the company, or who have that percentage of participation in it.

The signature that matches this Sworn Declaration must be authenticated by a Notary.

CNBCR-09/2023
NDMC-26
TECHNICAL STANDARDS FOR THE AUTHORIZATION OF CONSTITUTION, COMMENCEMENT OF OPERATIONS AND REGISTRATION OF SECURITIZATION COMPANIES Approval: 09/26/2023 Validity: 10/11/2023

Annex No. 2
SECURITIZATION COMPANIES
MODEL OF SWORN DECLARATION FOR MEMBERS OF THE BOARD OF DIRECTORS, EXECUTIVE DIRECTOR, GENERAL MANAGER, AUDITORS AND LIQUIDATORS

I, ___________________________________, in my capacity as ______________ of the company ________________, Securitization, declare under oath that:

That I am not a member of the Board of Directors, administrator or employee of another Securitization Company;
That I do not own shares for more than ten percent of the social capital of another Securitization Company;
That I am not in a state of bankruptcy or suspension of payments;
That I have not been judicially qualified as responsible for negligent or fraudulent bankruptcy;
That I am not a debtor of the Salvadoran financial system for credits to which a rehabilitation reserve of fifty percent or more of the balance has been constituted while such situation persists;
That I do not own shares for more than twenty-five percent of other societies that are in a state of bankruptcy or suspension of payments;
That I have not been a director or manager, or official of an institution integrating the financial system in which my responsibility has been demonstrated for said institution, from the validity of the Law of Privatization of Commercial Banks and Savings and Loan Associations, to have:

Incurred in patrimonial deficiencies of twenty percent or more of the minimum required by the Law;
Received contributions from the State or the Deposit Guarantee Institute for its rehabilitation;
Been intervened by the competent body;
Been restructured and consequently had its authorization to function revoked;
That I was legal representative, general manager, executive director and director with executive positions of financial entities; but ceased in such positions two years before such situation arose;

That I participated in the rehabilitation of financial institutions, in accordance with what is prescribed in the Law of Rehabilitation and Strengthening of Commercial Banks and Savings and Loan Associations, without incurring responsibility subsequent to the rehabilitation.

That I have not been convicted by a final judgment, in the country or abroad, for having committed or participated fraudulently in the commission of any crime;
That I have not been in the country or abroad:

Declared ineligible to hold this class of position;

CNBCR-09/2023
NDMC-26
TECHNICAL STANDARDS FOR THE AUTHORIZATION OF ESTABLISHMENT, COMMENCEMENT OF OPERATIONS, AND REGISTRATION OF SECURITIZATION COMPANIES Approval: 26/09/2023 Validity: 11/10/2023
Annex No. 2

Sanctioned administratively or judicially for my participation in a serious violation of laws and regulations of a financial nature, especially the collection of funds from the public without authorization, the granting or receipt of related loans exceeding the permitted limit, and financial crimes;

That it has not been proven judicially that I participated in activities related to drug trafficking and related crimes, as well as money laundering, terrorism financing, and financing the proliferation of weapons of mass destruction; (1)
That I am not: President or Vice President of the Republic; Minister or Vice Minister of State; Full Deputy, Full Magistrate of the Supreme Court of Justice or of the Courts of Second Instance; nor President of autonomous state institutions and companies;
I have not been declared legally incapacitated;
That I have not been a director or administrator of a Securitization Company, whose authorization to operate was revoked by the Superintendency;
That I have been a director or administrator of a Securitization Company, whose authorization to operate was revoked by the Superintendency, but it was proven that I was not responsible for such situation occurring.
In the event that this condition does not apply, the following declaration must be made: “That I have not been a director or administrator of a Securitization Company, whose authorization to operate was revoked by the Superintendency”;
I declare that I am married to ______________________, holder of her Tax Identification Number No. __________ and Personal Identity Document, __________, under the Deferred Community or Participation in Gains Property Regime, who is not subject to any of the inabilities included in the first paragraph of letter c) and letters b), d), and g) of the Securitization of Assets Law.
In the event that this condition does not apply, the following declaration must be made: “I declare that I am not married to my spouse under the Deferred Community or Participation in Gains Property Regime”;
I declare my shareholding participation of 25% or more in the following companies:
Company Name | Participation | Tax ID

I designate the following address for notifications: ______________________- San Salvador, ______ of _________________ of ______ Name and Signature No. DUI

The signature affixed to this sworn statement must be authenticated by a Notary.

CNBCR-09/2023
NDMC-26
TECHNICAL STANDARDS FOR THE AUTHORIZATION OF ESTABLISHMENT, COMMENCEMENT OF OPERATIONS, AND REGISTRATION OF SECURITIZATION COMPANIES Approval: 26/09/2023 Validity: 11/10/2023

Annex No. 3

THE SUPERINTENDENCY OF THE FINANCIAL SYSTEM,
BASED ON WHAT IS PROVIDED IN ART. 6 OF THE SECURITIZATION OF ASSETS LAW, MAKES KNOWN TO THE GENERAL PUBLIC THE FOLLOWING:

That a request for authorization to establish the company _______________________, Securitization Company, has been received at this Superintendency; therefore, the following is published: The list of persons who intend to be controlling or relevant shareholders and the potential initial directors and administrators thereof. For this reason, if any person has knowledge that any of the persons mentioned below incurs in one or more grounds for ineligibility or prohibition contained in Arts. 12 and 16 of the Securitization of Assets Law, they may bring this to the attention of this Superintendency, in writing, within a period of fifteen days counting from the day following this publication, at the offices of the Superintendency.

LIST OF POTENTIAL DIRECTORS AND ADMINISTRATORS LIST OF POTENTIAL SHAREHOLDERS

San Salvador, on the _____ day of the month of _____ of ____.

Technical Standards for the Authorization of Establishment, Commencement of Operations, and Registration of Securitization Companies

Lineage: In force

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