Technical Standards for the Establishment, Commencement of Operations, and Registration of Product and Service Exchanges with the Superintendency of the Financial System

CNBCR-05/2011 NRP-02

TECHNICAL STANDARDS FOR THE ESTABLISHMENT, COMMENCEMENT OF OPERATIONS, AND REGISTRATION OF PRODUCT AND SERVICE EXCHANGES WITH THE SUPERINTENDENCY OF THE FINANCIAL SYSTEM

Approval: 12/12/2011
Validity: 16/01/2012

Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador.
Tel. (503) 2281-8000 www.bcr.gob.sv

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

CONSIDERING:

I. That Articles 4 and 5-A literal b) of the Law on Product and Service Exchanges establish the authority of the Central Reserve Bank of El Salvador to issue the necessary technical standards for the application of the aforementioned Law.

II. That Article 3 literal b) of the Law on Supervision and Regulation of the Financial System regulates 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 applicable legal, regulatory, or technical standards.

III. That Article 7 literal s) of the Law on Supervision and Regulation of the Financial System establishes that Product and Service Exchanges are subject to the supervision of the Superintendency of the Financial System.

IV. That Article 78 literal k) of the Law on Supervision and Regulation of the Financial System establishes that the Superintendency of the Financial System will organize and maintain updated records of the Exchanges, Licensees, Agents, and Stock Exchanges referred to in the Law on Product and Service Exchanges.

V. That consequently, it is necessary to issue the standards for the establishment, operation, and requirements that Product and Service Exchanges must submit for their registration with the Superintendency of the Financial System.

THEREFORE,

in 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 ESTABLISHMENT, COMMENCEMENT OF OPERATIONS, AND REGISTRATION OF PRODUCT AND SERVICE EXCHANGES WITH THE SUPERINTENDENCY OF THE FINANCIAL SYSTEM

CNBCR-05/2011 NRP-02

TECHNICAL STANDARDS FOR THE ESTABLISHMENT, COMMENCEMENT OF OPERATIONS, AND REGISTRATION OF PRODUCT AND SERVICE EXCHANGES WITH THE SUPERINTENDENCY OF THE FINANCIAL SYSTEM

Approval: 12/12/2011
Validity: 16/01/2012

Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador.
Tel. (503) 2281-8000 www.bcr.gob.sv

CHAPTER I
OBJECT, SUBJECTS, AND TERMS

Object

Art. 1.- These Standards aim to establish the requirements and procedures for the establishment, commencement of operations, and registration of Product and Service Exchanges in the Public Registry of the Superintendency of the Financial System.

Subjects

Art. 2.- The subjects obligated to comply with the provisions established in these Standards are: (3) a) Persons interested in establishing a Product and Service Exchange; b) Product and Service Exchanges that are already operating in accordance with the provisions of the Law on Product and Service Exchanges.

Terms

Art. 3.- For the purposes of these Standards, the terms indicated below have the following meaning:
a) Administrators: The members of the Board of Directors, directors or executive presidents, and managers of the Exchanges, who exercise their functions, as well as the auditors and liquidators of the Product and Service Exchanges; b) Central Bank: Central Reserve Bank of El Salvador; c) Exchanges: Product and Service Exchanges; d) Committee: Norms Committee of the Central Reserve Bank of El Salvador; e) Registry: Public Registry of the Superintendency of the Financial System; and f) Superintendency: Superintendency of the Financial System.

CHAPTER II
AUTHORIZATION FOR THE ESTABLISHMENT OF PRODUCT AND SERVICE EXCHANGES

Social Capital and Shareholders

Art. 4.- The minimum amount of social capital for the establishment of an Exchange shall be one hundred fourteen thousand two hundred eighty-five and 71/100 United States dollars (US$114,285.71). This capital must be fully subscribed and paid in cash by means of a certified check, cashier's check, or management check, drawn against a bank authorized by the Superintendency to operate in the country, in accordance with Article 195 of the Commercial Code.

Art. 5.- The shares must be registered, of the same series, and preferred shares may not be issued; their nature must be that of anonymous societies, with fixed or variable capital, and the duration of the society shall be indefinite.

CNBCR-05/2011 NRP-02

TECHNICAL STANDARDS FOR THE ESTABLISHMENT, COMMENCEMENT OF OPERATIONS, AND REGISTRATION OF PRODUCT AND SERVICE EXCHANGES WITH THE SUPERINTENDENCY OF THE FINANCIAL SYSTEM

Approval: 12/12/2011
Validity: 16/01/2012

Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador.
Tel. (503) 2281-8000 www.bcr.gob.sv

Art. 6.- The society to be established must have a minimum of ten shareholders; constituted by a Board of Directors integrated by no fewer than five directors.

Ineligibilities

Art. 7.- The following persons are ineligible to be shareholders, directors, or administrators of Exchanges:
a) Minors; b) Insolvent or bankrupt persons while they have not been rehabilitated, and those who have been judicially qualified as responsible for culpable or fraudulent bankruptcy; c) Those who have been convicted of any intentional crime; d) Those who are legally incapacitated; e) Those who are directors of other Product and Service Exchanges; f) Shareholders of other Exchanges who hold more than ten percent of the share capital of other Exchanges; g) Debtors of the financial system for credits to which a 50% or more of the balance has been allocated for soundness reserves, while such situation persists; h) Those who have been directors, officials, or administrators of a financial system institution that incurred patrimonial deficiencies of 20% or more of the minimum required by law; that required state contributions for its soundness; or that was intervened by the Superintendency or the Deposit Guarantee Institute, where the responsibility of the aforementioned persons for such situation is demonstrated; and i) Directors of a society that, within the last six years, was suspended as an Exchange, provided that there is a final judicial sentence or administrative resolution issued by the competent authority.

Content of the Request

Art. 8.- Persons intending to establish a Product and Service Exchange must request in writing to the Superintendency the authorization for its establishment, and such request must contain the following information:
a) Regarding potential founding shareholders, submit full name, age, nationality, profession or occupation, domicile, expression of the type and number of personal identity document, Tax Identification Number, percentage of shareholding that each potential shareholder intends to hold, and Tax Registry Number, in case they are registered as such in the corresponding registry. In case the request is signed by the legal representative or proxy of the potential shareholders, their full name, age, profession, and nationality must be stated; b) In case the persons signing the request do not present it personally, the signatures appearing therein must be authenticated by a notary; c) The amount of subscribed and paid social capital with which operations will begin; d) The trade name or corporate name of the society;

CNBCR-05/2011 NRP-02

TECHNICAL STANDARDS FOR THE ESTABLISHMENT, COMMENCEMENT OF OPERATIONS, AND REGISTRATION OF PRODUCT AND SERVICE EXCHANGES WITH THE SUPERINTENDENCY OF THE FINANCIAL SYSTEM

Approval: 12/12/2011
Validity: 16/01/2012

Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador.
Tel. (503) 2281-8000 www.bcr.gob.sv

e) Full name, age, nationality, profession or occupation, domicile, and expression of the type and number of personal identity document, of each of the potential directors and administrators; and f) The place to receive any kind of notifications and the designation of persons commissioned for such effect.

Documents to be Attached to the Request

Art. 9.- The authorization request for establishment must be accompanied by the following information:
a) Draft of the social establishment deed, in which the purpose must be in accordance with the acts or services established in Article 2 of the Law on Product and Service Exchanges; b) The draft of the society's bylaws, if these are not included in the draft deed; c) Legible copies, notarially certified, of the Personal Identity Document, legible copy of the Tax Identification Number (TIN) or its Graphic Representation, and legible notarially certified copy of the Tax Registry Number, if registered as such in the respective registry, of each of the potential shareholders and their legal representatives, attorneys, and proxies, if applicable; (4) d) Legible copies, notarially certified, of the Personal Identity Document, legible copy of the Tax Identification Number (TIN) or its Graphic Representation, and legible notarially certified copy of the Tax Registry Number, if registered as such in the respective registry, of each of the potential directors and administrators; (4) e) The Curriculum Vitae of each of the initial directors and administrators, as well as any other kind of documentation that proves their experience in the area related to the position they will hold; f) Present at least two references, either banking or credit, of each of the potential directors and administrators proposed, issued by Institutions authorized to operate in the country by the Superintendency or by the office exercising State surveillance, when it comes to references extended abroad. The aforementioned references must be issued within six months prior to the date of presentation, at the latest. When any of the certificates related in the previous subsection 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 such certificate is legally authorized to operate in the corresponding country; g) Sworn declaration by each of the potential shareholders, directors, and administrators, in which they state that they are not subject to any of the ineligibilities established in Article 7 of these Standards and the provisions of Article 34 of the Law on Product and Service Exchanges. In the sworn declarations signed by shareholders, 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 notary and must be prepared in accordance with Annex No. 1 of these Standards; and h) In case one or more shareholders is a legal entity, the following documents must also be attached, insofar as applicable:
i. Notarially certified copy of their current social pact and the latest credential of the election of their administration body;
ii. Certification of the list of shareholders holding twenty-five percent or more of their social capital. Such certification must be signed by whoever holds the legal representation of the applicant and must be authenticated by a notary; and
iii. If the current social pact establishes that for the establishment of any kind of society, the legal representative of the applicant needs authorization from any superior body, a notarially certified copy of the certification of the minutes point where such agreement is recorded must be presented.

The request and documentation may be submitted through the means made available by the Superintendency, which may be electronic. In any case, the period referred to in the first paragraph of Article 10 of these Standards shall begin to run from the next business day after the request has been submitted. (3)

Resolution on Request for Authorization to Establish a Product and Service Exchange (3)

Art. 10.- Upon receiving the request for authorization to establish a Product and Service Exchange in accordance with the provisions of Articles 8 and 9 of these Standards, the Superintendency shall proceed to verify compliance with the requirements defined by the Law on Product and Service Exchanges and these Standards, having a period of up to twenty business days to authorize or deny the establishment of an Exchange. (3)

If the request is not accompanied by the complete and duly formatted information detailed in Articles 8 and 9 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 business days counted from the day following the notification, a period that may be extended at the request of the interested persons when there are reasons justifying such extension. (3)

The Superintendency, in the same notice, shall inform persons interested in establishing a Product and Service Exchange that if they do not complete the information within the aforementioned period, it will proceed without further procedure to archive the request, leaving them free of their right to submit a new request. (3)

If after the analysis of the documentation presented in accordance with Articles 8 and 9 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 shall notify said persons once to remedy the deficiencies communicated or present additional documentation or information requested. (3)

Persons interested in establishing a Product and Service Exchange shall have a maximum period of ten business days counted from the day following the notification, to resolve the observations or present the additional information requested by the Superintendency. (3)

The Superintendency may, through a reasoned resolution, extend by up to another ten business days, the period indicated in the previous subsection, when the nature of the observations or deficiencies notified so requires. (3)

Extension Period (3)

Art. 10-A.- Persons interested in establishing a Product and Service Exchange may submit to the Superintendency a request for extension of the period indicated in the fifth paragraph of Article 10 of these Standards, before the expiration of said period, stating the grounds for the request and proposing, if applicable, the relevant proof. (3)

The extension period may not exceed ten business days and shall begin from the next business day following the expiration date of the original period. (3)

Suspension of Period (3)

Art. 10-B.- The twenty-business-day period indicated in the first paragraph of Article 10 of these Standards shall 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 requested by the Superintendency are remedied. (3)

Once the documents are presented in due form, the Superintendency shall proceed to notify the resolution on the request for authorization for the establishment of the Product and Service Exchange in the Public Registry, within a maximum period of three business days from the date the resolution is issued. (3)

Art. 11.- Upon receiving the communication of authorization for establishment, the interested parties must proceed to execute the constitutive deed within a period of sixty days counted from the date of notification of the resolution of the Board of Directors of the Superintendency; after such period, the authorization agreement shall become void.

Review of Testimony

Art. 12.- Once the corresponding deed is executed, the interested parties must submit it to the Superintendency within a period of fifteen business days, so that it verifies that it has been executed in accordance with the previously authorized project, with the Superintendency having a period of ten business days for such verification.

Art. 13.- If there are differences between the public constitutive deed and the authorized project thereof, the Superintendency must communicate this to the applicant within a maximum period of ten business days in accordance with Article 12 of these Standards, so that the authorizing notary proceeds to make the respective adjustments, which must be submitted again to the Superintendency within a period of twenty business days from the date of communication of the inconsistencies or differences for verification.

Art. 14.- If the Superintendency determines that there are no inconsistencies between the public constitutive deed and the reviewed deed project, or in the case that the inconsistencies communicated in accordance with Article 13 of these Standards have been overcome; the Superintendent shall proceed to issue a certificate stating the favorable qualification of said deed, with the object that it may be presented to the Commercial Registry for the corresponding registration.

Procedure in Case the Commercial Registry Makes Observations on the Testimony of the Public Constitutive Deed, or Denies Registration

Art. 15.- When the Commercial Registry notifies the authorizing notary or any other interested party of the denial or making of observations on the testimony of the public constitutive deed of an Exchange, the latter or those, must in turn, notify such circumstance to the Superintendency in writing and no later than the next business day after receiving the respective notification.

In such 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 kind of appeal aimed at achieving the registration 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 Superintendency in the manner provided in the previous subsection.

If for the registration of the instrument in question it is necessary to modify the conditions under which the Superintendent ordered its favorable qualification, he may, upon written request of the future shareholders or their proxies, proceed to modify the certificate related in Article 14 of these Standards.

CNBCR-05/2011 NRP-02

TECHNICAL STANDARDS FOR THE ESTABLISHMENT, COMMENCEMENT OF OPERATIONS, AND REGISTRATION OF PRODUCT AND SERVICE EXCHANGES WITH THE SUPERINTENDENCY OF THE FINANCIAL SYSTEM

Approval: 12/12/2011
Validity: 16/01/2012

Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador.
Tel. (503) 2281-8000 www.bcr.gob.sv

CHAPTER III
AUTHORIZATION OF THE COMMENCEMENT OF OPERATIONS OF PRODUCT AND SERVICE EXCHANGES

Authorization of the Regulations of Product and Service Exchanges

Art. 16.- Prior to the authorization of the commencement of operations, Exchanges must submit to the Committee for approval the general internal regulations; which must contain at least what is established in Article 17 of the Law on Product and Service Exchanges. Likewise, the Exchange regulations must contain the rules for the functioning and operation of the respective markets, which must contemplate among other aspects the price formation process, the negotiation and execution process of operations, the type of offers that can be placed in the system, the information that must be entered into the system regarding buy and sell offers, as well as the criteria and parameters for the closure and allocation of operations.

Authorization for the Start of Operations and Registration of an Exchange

Art. 17.- Once registered in the Commerce Registry, the public deed of constitution of the Exchanges, to obtain the authorization for the start of operations and the inscription of the same in the Registry kept by the Superintendency for such purposes, the interested parties must present the following information:

a) Request from the legal representative of the company, in which they request from the Superintendency the authorization for the start of operations and its corresponding entry in the Registry of the Superintendency;

b) Legible copy, notarially certified, of the Testimony of the public deed of constitution of the Exchanges, duly registered in the Commerce Registry;

c) Legible copy, notarially certified, of the certification of the point of the Minutes of the General Shareholders' Meeting in which the election of the Board of Directors is recorded, prior to its registration in the Commerce Registry, in the case that the Board of Directors has not been elected in the public deed of social constitution; once such certification is registered in the Commerce Registry, a notarially certified copy of it must be sent to the Superintendency;

d) Legible copy, notarially certified, of the point of the Minutes of the General Shareholders' Meeting or of the Board of Directors; by virtue of which the appointment of the general manager or executive director has been made;

e) Legible copy of the Tax Identification Number (NIT) or its Graphical Representation and a legible copy, notarially certified, of the Taxpayer Registry Number of the Exchange; (4)

f) Organizational chart of the Exchange with indication of the names of the administrators and directors, with expression of their positions and support staff;

g) Legible copy, notarially certified, of the agreement appointing the external auditor, in the case that it has not been appointed in the constitutive act, which must be previously registered in the Commerce Registry;

h) Legible copy of the general internal regulations authorized by the Committee;

i) Specification of the procedures for carrying out the trading round that will take place in the Exchange, which allow clients the good execution of their orders and instructions;

j) The accounting systems that will be used by the Exchange and the description of the computer platform on which their systems have been developed, in accordance with what is established in Annex No. 2 of these Standards, for the purposes of the authorization of the Superintendency; (3)

k) Internal control manuals for the functioning in each of the operational processes of the entity; (3)

l) The formats of forms to be used in the accounting and operability of the entity; (3)

m) Have automated information systems, for the operations carried out in it; therefore, they must present the description of their information systems, data diagram and entity relationship; the description of information backups, security and controls in the systems and the detail of their contingency plans, in accordance with what is established in Annex No. 2 of these Standards, for the purposes of the authorization of the Superintendency;

n) Specify the methods, whether printed or electronic, with which they will have to disseminate the information of their operations, as well as all that information that is of a relevant nature for the participants in a Product and Service Exchange;

o) Present the policies adopted by the entity in accordance with article 35 of the Law on Supervision and Regulation of the Financial System, among which can be mentioned:

i. Policies and mechanisms for risk management;

ii. Policies on ethical standards of conduct;

iii. Administration of conflicts of interest, insider information;

iv. Policies on good corporate governance; and

p) Business plan and model, market study and financial feasibility, financial model in electronic file that includes projections to the Financial Statements for 3 years duly formulated, calculation of NPV and IRR based on annual cash flow, and assumptions of the projections signed by the person in charge. (3)

The application and documentation may be presented through the means made available by the Superintendency, which may be electronic. In any case, the period referred to in the first paragraph of article 17-A of these Standards will begin to run from the next business day after the application has been presented.

Resolution on Authorization for the Start of Operations and Registration of an Exchange

Art. 17-A.- Upon receipt of the application for authorization and documentation for the start of operations and registration of a Product and Service Exchange that the Superintendency keeps for such purposes, in accordance with what is established in article 17 of these Standards, the Superintendency will proceed to verify compliance with the requirements defined by the Law on Product and Service Exchanges and in these Standards, having a period of up to twenty business days for the authorization of the start of operations and registration of an Exchange. (3)

If the application is not accompanied by the complete and duly formatted information detailed in article 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 business days counted from the day following the notification, a period that may be extended at the request of the interested persons when there are reasons justifying it. (3)

The Superintendency in the same warning will indicate to the interested persons in the start of operations of a Product and Service Exchange and its registration in the Superintendency, 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. (3)

If after the analysis of the documentation presented in accordance with article 7 of these Standards, the Superintendency has observations or when the documentation or information presented does not result sufficient to establish the facts or information intended to be accredited, the Superintendency will warn said persons only once to remedy the deficiencies communicated or present additional documentation or information required. (3)

The interested parties in the start of operations and in the registration of a Product and Service Exchange with the Superintendency 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 Superintendency. (3)

The Superintendency may, through a reasoned resolution, extend by up to another ten business days, the period indicated in the previous paragraph, when the nature of the observations or warned deficiencies so require. (3)

Extension Period (3)

Art. 17-B.- The interested persons in the start of operations and in the registration of a Product and Service Exchange with the Superintendency may present to said institution an application for extension of the period indicated in the fifth paragraph of article 17-A of these Standards, before the expiration of said period, must express the grounds on which it is based and propose, if applicable, the relevant proof. (3)

The extension period may not exceed ten business days and will begin from the next business day following the expiration date of the original period. (3)

Suspension of the Period (3)

Art. 17-C.- The period of twenty business days indicated in the first paragraph of article 17-A 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 paragraphs of said article, until the observations required by the Superintendency are remedied. (3)

Once the documents are presented in due form, the Superintendency will proceed to notify the resolution on the application for the start of operations and registration of a Product and Service Exchange with the Superintendency, within a maximum period of three business days from the date the resolution is issued. (3)

Art. 18.- Having met the requirements indicated in article 17 and prior to authorization, the Superintendency will proceed to verify the accounting systems, information systems, internal controls and procedures of the company and, not finding any kind of objections regarding them, will proceed to issue a resolution of authorization for the start of operations of the company, ordering in that same act, the Registry Entry of the same in the corresponding Registry. (3)

The Exchanges must start operations within a maximum period of six months, counted from the notification of the authorization agreement. Otherwise, it will expire.

Certification of photocopies and authentication of signatures

Art. 19.- Any photocopy presented to the Superintendency in compliance with what is provided in these Standards, must be certified by a notary authorized in El Salvador. Likewise, the signatures that match in any type of documentation, must be authenticated by a notary authorized in El Salvador.

In the case of copies corresponding to the Tax Identification Number (NIT) or its Graphical Representation, notarially certification will not be required. (4)

Notwithstanding the above, if the documentation presented comes from abroad, both the photocopies and the signatures contained therein, may be authenticated or certified as the case may be, by a foreign notary or official, in which case, the procedure for legalization of signatures corresponding or apostille as the case may be, must be followed.

Update of information in the Registry of the Superintendency

Art. 20.- The Exchanges will communicate any change related to the Registry in the Superintendency, the day after the event occurred, sending the documentation within a period of thirty days subsequent to the event motivating the change.

Modification of accounting systems and information systems

Art. 21.- Once the accounting systems and information systems are authorized according to the detail specified in Annex No. 2 of these standards, any modification that an Exchange wishes to make to them, must be reviewed and authorized by the Superintendency.

CHAPTER IV
OTHER PROVISIONS AND VALIDITY

Closure of Operations

Art. 22.- The dissolution and liquidation of the Exchanges, will be practiced in accordance with what is provided in their social pact and, in default, in accordance with the provisions established in the Code of Commerce and in article 76 of the Law on Supervision and Regulation of the Financial System.

Compliance with requirements

Art. 23.- The constitution of the company, the start of operations and its registration will not be authorized until all and each of the requirements indicated for such effect in these Standards have been met.

Sanctions

Art. 24.- Non-compliance with provisions contained in these Standards, will be sanctioned in accordance with what is established in the Law on Supervision and Regulation of the Financial System.

Transitory

Art. 25.- The Exchanges that are currently operating, in order to obtain their inscription in the Registry kept by the Superintendency for such purposes, must present by July 18, 2012 at the latest, the following information: (1)

a) Application for inscription in the Registry of the Superintendency, in accordance with the information detailed in article 8 of these Standards, excepting letter a), must present only a certified list of its shareholders, which must contain at least the name, nationality, Tax Identification Number (NIT), number of shares subscribed and percentage of shareholding; (1)

b) Financial Statements of the last three years; (1)

c) Legible copy, notarially certified, of the deed of constitution and its modifications duly registered in the Commerce Registry; (1)

d) Legible copy, notarially certified, of the bylaws of the entity, if they are not included in the public deed of constitution; (1)

e) Legible copies of the Tax Identification Number and Taxpayer Registry, if they are registered as such in the respective Registry; (1)

f) Attach to the application, the documents mentioned in letters c) to g) of article 9 of these Standards for its directors and administrators; and (1)

g) Attach to the application the documents mentioned in letters c) to g) of article 17 of these Standards. (1)

For the purposes of completing the Registry information with the Superintendency, the Exchanges will have a period of sixty business days from August 2, 2012, to present to the Superintendency the following: legible copies of the information related to its shareholders established in letters c) to h) of article 9 of these Standards; information related to what is established in letters i), j), k) l) and n) of article 17 of these Standards; the general internal regulations duly approved by the Standards Committee of the Central Reserve Bank. (1) (2)

The internal regulations of the Exchanges approved by the Board of Directors in addition to the General Regulations, must be presented to the Superintendency by December 28, 2012 at the latest, which must be duly approved by the Standards Committee. (2)

In the case of the information related to what is established in letter m) of article 17 of these Standards, the Exchanges will have a period of five months from August 2, 2012, to present said information to the Superintendency. (1)

Unforeseen Aspects

Art. 26.- The aspects not provided for in regulatory matters in these Standards, will be resolved by the Central Reserve Bank of El Salvador, through its Standards Committee. (3)

Validity

Art. 27.- These Standards will enter into force on January 16, 2012.

MODIFICATIONS:

(1) Modifications Approved by the Standards Committee of the Central Reserve Bank of El Salvador, in Session No. CN-08/2012 dated July 13, 2012, with effect from July 16, 2012.

(2) Modifications Approved by the Standards Committee of the Central Reserve Bank of El Salvador, in Session No. CN-11/2012 dated October 26, 2012, with effect from October 26, 2012.

(3) Modifications to articles 2, 9, 10, 17, 18, 26 and incorporation of articles 10-A, 10-B, 17-A, 17-B and 17-C, approved by the Central Bank through its Standards Committee, in Session CN-11/2021, of August 31, 2021, with effect from September 17, 2021.

(4) Modifications to articles 9, 17 and 19, approved by the Central Bank through its Standards Committee in Session No. CN-02/2022, dated February 21, 2022, by reforms contained in Legislative Decree No. 203 to the Law on the Registry and Special Control of Taxpayers to the Treasury, with effect from March 8, 2022.

Annex No. 1

PRODUCT AND SERVICE EXCHANGES

MODEL OF SWORN DECLARATION FOR SHAREHOLDERS, DIRECTORS AND ADMINISTRATORS OF THE COMPANY.

In the city of San Salvador, at _______ hours of the day ________ of _______ of two thousand ____. Before me, _______ notary of the domicile of ______________ appears the gentleman _________ of ______________ years, (profession or trade) _______, from the domicile _____________ whom I know (or do not know), holder of (or identify by) Unique Identity Document number (or passport number)________, with Tax Identification Number _______ who acts in his own name (or in representation of, in this case consign if it is a legal representative or attorney and relate the authority as the case may be, at this moment or at the end) AND TELLS ME: That in his capacity as future shareholder, director or administrator of the company ________________________, UNDER OATH MAKES THE FOLLOWING DECLARATIONS:

A) That he is not a minor. B) That he is not insolvent or bankrupt. C) That he has not been judicially qualified as responsible for culpable or fraudulent bankruptcy. D) That he has not been convicted for any intentional crime. E) That he is not legally incapacitated. F) That he is not a director of other Product and Service Exchanges. G) That he is not a shareholder with more than 10% of the share capital of other Product Exchanges. H) That he is not a debtor of the financial system for credits to which a 50% cleaning reserve has been constituted. I) That he has not been a director, official or administrator of a financial system institution that has incurred patrimonial deficiencies of 20% or more of the minimum required by law; that has required State contributions for its cleaning, or that has been intervened by the Superintendency of the Financial System or by the Deposit Guarantee Institute and that his responsibility in giving rise to such situation has been demonstrated. J) That he has not been a director of a company that has been suspended as an Exchange by a final judicial sentence in the last six years or a final administrative resolution issued by the competent authority. The notary present records: that he explained to the appearing party about what is established in the Penal Code, regarding the crime of ideological falsehood, regulated in article two hundred and eighty-four. Thus expressed the appearing party to whom I explained the legal effects of this present notarial act, which consists of _____ sheet(s) front and back; and read to him by me in a single act without interruption and in its entirety, ratifies its content and we sign. I CERTIFY.

The Sworn Declaration must comply with what is established in the Notary Law.

Annex No. 2

PRODUCT AND SERVICE EXCHANGES

DESCRIPTION OF ACCOUNTING SYSTEM AND DESCRIPTION OF COMPUTERIZED INFORMATION SYSTEMS.

1. DESCRIPTION OF ACCOUNTING SYSTEM

1.1 GENERALITIES OF THE ENTITY

Name or Trade Name, Tax Identification Number (NIT) and Taxpayer Registry Number (NRC), Address and Telephone, etc.

1.2 DATA OF REGISTRATION OF THE CONSTITUTION DEED

1.3 NAME AND REGISTRATION NUMBER OF THE EXTERNAL AUDITOR

1.4 ACCOUNTING POLICIES AND PROCEDURES ADOPTED.

Consists of presenting the accounting policies, accounting principles and procedures, that the Product and Service Exchanges will use.

1.5 CATALOG AND CHART OF ACCOUNTS MANUAL

2. REQUIREMENTS OF ACCOUNTING RECORDS

2.1 FORM OF KEEPING ACCOUNTING BOOKS

Indicate whether accounting will be kept in bound and folioed books, on separate sheets, or other physical or electronic means.

2.2 NATURE OF THE SYSTEM TO BE USED

Description of the name and the way of operating the computer system.

2.3 FORM OF ENTRY OF OPERATIONS

Explain in what form it will record its operations in the legalized accounting records

2.4 DETAIL OF ACCOUNTING, TAX AND ADMINISTRATIVE BOOKS.

2.5 DETAIL OF AUXILIARY BOOKS, THAT WILL BE KEPT AND THE FORM OF RECORDING OPERATIONS IN THEM.

2.6 DETAIL OF INTERNAL CONTROL THAT WILL BE APPLIED TO ACCOUNTING PROCESSES.

Specify the internal control systems directed to reasonably ensure the reliability of accounting records, as well as the correct integration of operations.

3. DESCRIPTION OF COMPUTERIZED INFORMATION SYSTEMS 1

3.1 DESIGN OF THE COMPUTERIZED ACCOUNTING SYSTEM

The content of this section comprises a description of the way of registering, operating and generating accounting records, within the computer system.

1 The description must incorporate in addition to the accounting system, any other computer system that the entity uses for its operations, for example the allocation system in operations.

CNBCR-05/2011 NRP-02

TECHNICAL STANDARDS FOR THE ESTABLISHMENT, COMMENCEMENT OF OPERATIONS, AND REGISTRATION OF PRODUCT AND SERVICE EXCHANGES WITH THE SUPERINTENDENCY OF THE FINANCIAL SYSTEM

Approval: 12/12/2011
Validity: 16/01/2012

Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador.
Tel. (503) 2281-8000 www.bcr.gob.sv

Annex No. 2

3.1.1 MODULE DESCRIPTION

• MODULE NAME
• IMPLEMENTATION LANGUAGE
• MODULE OBJECTIVE

Describe generally the main function of the specific accounting module.

• MAIN SUB-MODULES (With explanation of them.)

• REPORTS ISSUED BY THE MODULE, IN PAPER, ON SCREEN, OR MAGNETIC FILES

Exposing:

• Name of the report,
• Frequency of issuance
• Objective of the report

3.1.2 DATABASE DESCRIPTION

• DATABASE NAME
• OBJECTIVE.
• DATABASE MANAGER (WITH VERSION DETAIL)
• METHOD OF DATA CAPTURE.

In this particular area, it must be specified whether the content of the database is generated by the system through automatic calculation or corresponds to information captured through the user.

• DETAILED DESCRIPTION OF FIELDS.

Field Name
Field Type
Meaning and use of the field

• DATA DICTIONARY

3.1.3 FLOWCHART OF MODULES AND PROGRAMS

The flowchart must show the flow of data through the system and the interrelation between the steps of the process and the computer routines.

3.1.4 ENTITY-RELATIONSHIP DIAGRAMS

4. CHARACTERISTICS OF THE HARDWARE USED FOR SYSTEM OPERATION

2 The description applies to the main program, as well as to each of the sub-modules.

CNBCR-05/2011 NRP-02

TECHNICAL STANDARDS FOR THE ESTABLISHMENT, COMMENCEMENT OF OPERATIONS, AND REGISTRATION OF PRODUCT AND SERVICE EXCHANGES WITH THE SUPERINTENDENCY OF THE FINANCIAL SYSTEM

Approval: 12/12/2011
Validity: 16/01/2012

Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador.
Tel. (503) 2281-8000 www.bcr.gob.sv

Annex No. 2

4.1 PHYSICAL DISTRIBUTION OF TERMINALS OR WORKSTATIONS

4.2 HARDWARE DESCRIPTION

4.2.1 SERVERS

• NUMBER OF SERVERS
• PROCESSOR
• RAM MEMORY
• HARD DISK CAPACITY
• SOFTWARE INSTALLED
• OPERATING SYSTEM

4.2.2 TERMINALS OR WORKSTATIONS

• PROCESSOR
• RAM MEMORY
• HARD DISK CAPACITY
• NETWORK CARD
• SOFTWARE INSTALLED
• OPERATING SYSTEM

4.2.3 INFORMATION RELATED TO THE NETWORK.

• NETWORK OPERATING SYSTEM.
• NETWORK TOPOLOGY.
• NETWORK PROTOCOLS.
• INTERNAL AND EXTERNAL NETWORK COMMUNICATIONS.

4.3 CONTINGENCY PLAN.

It will consist of an exposition of measures to be taken, in order to avoid loss of information or that in case of disasters, the system can continue to operate.

5. SECURITY MEASURES.

It will consist of an exposition of the measures to be taken internally in order to minimize the inherent risk existing for the different assets, as well as for the assets of clients in administration.

It must also include measures for accessing information in physical or magnetic files.

CNBCR-05/2011 NRP-02

TECHNICAL STANDARDS FOR THE ESTABLISHMENT, COMMENCEMENT OF OPERATIONS, AND REGISTRATION OF PRODUCT AND SERVICE EXCHANGES WITH THE SUPERINTENDENCY OF THE FINANCIAL SYSTEM

Approval: 12/12/2011
Validity: 16/01/2012

Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador.
Tel. (503) 2281-8000 www.bcr.gob.sv

Annex No. 2

6. ADDITIONAL DOCUMENTATION

The following documentation must be attached in original and copy:

• Manual and Chart of Accounts.
• Source documentation to be used for the registration of operations. (Income notes, expense notes, journal vouchers, etc.)
• Formats of main books, except for the books required by the Law on Tax on the Transfer of Movable Property and on the Provision of Services.
• Formats of auxiliary books.
• System reports (In paper or on screen).
• Technical and operation manual of the computer system.
• User manual of the computer system.

A photocopy of the payment receipt for the filing of Commercial Registrations must also be attached.