Technical Standards for the Information Collection Procedure for the Shareholder Registry — SSF — SV

Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador.
Tel. (503) 2281-8000 www.bcr.gob.sv
CNBCR-02/2023
NRP-37
TECHNICAL STANDARDS FOR THE INFORMATION COLLECTION PROCEDURE FOR THE SHAREHOLDER REGISTRY Approval: 03/17/2023 Validity: 04/03/2023

THE NORMS COMMITTEE OF THE CENTRAL RESERVE BANK OF EL SALVADOR, CONSIDERING:
I. That Article 37 of the Law on Supervision and Regulation of the Financial System establishes that supervised entities, as well as their shareholders or partners, must provide all necessary information to keep the public records mentioned in the laws governing them updated, within the deadlines and in the manner established.
II. That letters a) and b) of Article 78 of the Law on Supervision and Regulation of the Financial System establish that the Financial System Superintendence will organize and keep updated the records related to the shareholders of the members of the financial system and of the registered issuers.
III. That Articles 10, 11, 12, 14, 204, and 205 of the Banks Law establish the requirements to be shareholders and the monthly deadline for entities to report on the transfer of shares.
IV. That Article 157 of the Law on Cooperative Banks and Savings and Credit Societies establishes that the provisions of the Banks Law contained in Title Second, regarding organization, administration, and operation, including those provisions applicable to shareholders, apply to Savings and Credit Societies.
V. That Articles 6, 7, and 27 of the Insurance Companies Law establish the requirements to be shareholders and the authorization for shareholders who own more than one percent of the capital of the insurance company.
VI. That Articles 32 and 33 of the Integral Law of the Pension System establish the persons who must be owners of the shares in at least fifty percent of the capital, and the authorization for the shareholder who owns more than one percent of the capital of the Institution.
VII. That Articles 22, 23, and 31 of the Securities Market Law establish that each exchange must be constituted by an indefinite number of shareholders, of whom at least ten must be legally constituted brokerage houses, registered or in the process of registering in the same.
VIII. That Articles 10 and 16 of the Investment Funds Law regulate that any person may be an owner of shares of a Manager, without prejudice to what is established in the second paragraph of said article, and in Article 17 of the Investment Funds Law for controlling or relevant shareholders. Within the shareholding of each person, the ownership they have in companies that are shareholders of the Manager will also be considered.
IX. That Articles 8 and 9 of the Investment Banks Law regulate the requirements to be shareholders, the authorization for shareholders who own more than one percent of the capital of an investment bank, and the deadline for these entities to report on the transfer of shares to the Financial System Superintendence. (2)

THEREFORE,

by virtue of the regulatory powers conferred by Article 99 of the Law on Supervision and Regulation of the Financial System, AGREES to issue the following:

TECHNICAL STANDARDS FOR THE INFORMATION COLLECTION PROCEDURE FOR THE SHAREHOLDER REGISTRY

CHAPTER I
OBJECT, SUBJECTS, AND TERMS

Object
Art. 1.- These Standards aim to establish the form and means to provide the necessary information, as well as to fix the requirements that the database of the Public Shareholder Registry and the report on share transfers must contain, which the Members of the Financial System and Issuers of Public Offer Securities are obligated to send to the Financial System Superintendence.

Subjects
Art. 2.- The subjects obligated to comply with the provisions established in these Standards are:
a) Banks constituted in El Salvador and their subsidiaries; b) Companies that, in accordance with the law, integrate financial conglomerates, or that the Superintendence declares as such, which includes both their controlling companies and their member companies; c) Cooperative banks, savings and credit societies, and federations regulated by the Law on Cooperative Banks and Savings and Credit Societies; d) Mutual guarantee societies and their local reinsurance companies; e) Companies that offer complementary services to the financial services of the members of the financial system, particularly those in which they participate as investors; f) Administrators or operators of payment systems and securities settlement systems; g) Foreign currency exchange houses; h) Securitization companies; i) Product and services exchanges; j) Pension fund administrators; k) Insurance companies, their branches abroad, and the branches of foreign insurance companies established in the country; l) Stock exchanges; m) Brokerage houses; n) Companies specialized in the deposit and custody of securities; o) Risk rating agencies; p) Institutions that provide auxiliary services to the stock market; q) Agents specialized in securities valuation; r) General warehouses; s) Investment fund managers; t) Legal persons that carry out systematic or substantial money sending or receiving operations, by any means, at the national and international level; u) Registered issuers, regarding their shareholders who are holders of more than ten percent of their share capital; (2) v) Investment Banks constituted in El Salvador and their subsidiaries; and (2) w) Other entities indicated by the laws. (2)

Terms
Art. 3.- For the purposes of these Standards, the terms indicated below have the following meaning:
a) Shareholder: owner of the share(s) of the subjects obligated to the application of these Standards; the term will also serve to refer to the associates of Cooperative Associations subject to the application of these Standards; b) Central Bank: Central Reserve Bank of El Salvador; c) DUI: Unique Identity Document; d) Issuer(s): issuers of public offer securities according to the Securities Market Law. For the purposes of these Standards, the State and the Central Reserve Bank of El Salvador are excepted; e) Entity: subject obligated to comply with these Standards; f) NIT: Tax Identification Number; g) Registry: Public Shareholder Registry;

h) Public Shareholder Registry: the Registry constituted in the Financial System Superintendence for the purpose of identifying the shareholders of the entities that are members of the financial system and of the registered issuers; and i) Superintendence: Financial System Superintendence.

CHAPTER II
PUBLIC SHAREHOLDER REGISTRY

Public Shareholder Registry
Art. 4.- The Superintendence will organize and keep updated the Public Shareholder Registry of the members of the Financial System and the issuers.
For the update of the registry, the Members of the Financial System and the issuers must inform the Superintendence only when share transfers have occurred or modifications have been made in the files of persons, relatives, company partners, and certificates, with respect to the last reported submission. The transfers and modifications made will be reported as follows: (3) a) For Banks, Investment Banks, and Savings and Credit Societies, within the first ten business days of the following month in which the modification occurred; (1) (2) (3) b) For Insurance Companies, within the first five business days of the following month in which the modification occurred; (3) c) For Cooperative Banks and Federations regulated by the Law on Cooperative Banks and Savings and Credit Societies, within the first ten business days of the following quarter in which the modification occurred; (1) (3) d) For Pension Fund Administrators, within the first five business days of the following month in which the modification occurred; (3) e) For issuers and brokerage houses, within the first eight days after the modification occurred; and (3) f) For the rest of the Members of the Financial System and issuers that are not members, within the first eight business days of the following month in which the modification occurred. (1) (3) Repealed. (3)

Identification of Persons
Art. 5.- While there is no single document in the country that identifies the natural or legal person, the Superintendence will require as such the Tax Identification Number (NIT) for the aforementioned persons. Every new shareholder, as well as existing ones, must have their corresponding valid NIT. Entities must seek the mechanism for updating and purging their databases corresponding to the Tax Identification Number (NIT). Regarding the obligation to present the NIT, what is established by the Tax Administration regarding this matter must be complied with. For the identification of persons not resident or domiciled in the country, whether natural or legal, who do not possess an NIT, entities must request from the Superintendence a unique identification number that will serve as the Tax Identification Number (NIT) for said shareholder, partner, associate, or relative. Said identification number will be exclusively for internal use of the Superintendence, and will have no effect for any other procedure. This information will be requested by the means established by the Superintendence. (1)

CHAPTER III
INSTRUCTIONS ON SUBMISSION

Instructions on submission
Art. 6.- The structure of the data files, the XML files for the submission of information, and the data dictionary are contained in Annexes No. 1 and 2 of these Standards.
The files developed for the capture of information are the following:
a) persona.xml file: the data of all natural and legal persons whose NIT is found in the inventory files of share certificates, relatives, transfers, and company partners must be detailed in this file. It is important to note that even if a person is found in the four files or multiple times within the same file, they only need to be reported once in this file; b) certificado.xml file: this file must contain the detail of shareholder certificates. This file must be updated monthly. To enter the shareholder's certificate in this file, it is necessary that the NIT or DUI has been entered first in the persona.xml file; (1) c) pariente.xml file: the spouse, relatives in the first and second degree of consanguinity, and first degree of affinity of each shareholder must be detailed in this file. To enter a relative in this file, it is necessary that the NIT of the relative has been entered first in the persona.xml file and the NIT of the shareholder in the share certificate inventory, and they must correspond to natural persons. The information of deceased relatives should not be sent. The codes for relatives are detailed in Annex No. 3; (1) d) traspaso.xml file: the share transfers carried out in the month being reported must be detailed in this file. When obligated entities proceed to send transfers, they must take into account the following special considerations: (1)
i. Transfers must be ordered by date and certificate number, maintaining a logical order between transferors and acceptors so that the total of shares transferred reconciles with the total accepted in the new certificate(s), ensuring that the same transfer has the same date and is not repeated in different months;
ii. When the acceptor is a new shareholder and is at the same time a legal person, the detail of its partners must be sent in the socios_sociedad.xml file;
iii. Any total or partial transfer of shares eliminates the transferor's certificate and creates a new certificate for the acceptor. In case of partial transfer, the entity must create a new certificate number for the shareholder transferring the shares;
iv. Share fractions are not allowed; and
v. A certificate cannot be shared by several persons.
Cooperative Banks and Federations subject to these Standards will not send this file. (1) e) socios_sociedad.xml file: this file must contain the detail of the partners of those companies that are themselves shareholders of a specific entity. Special considerations in the submission of company partners:
i. All legal persons must always be sent with NIT;
ii. In this file, both the direct shareholder companies of the entity and the indirect ones must be reported; and (1)
iii. The participation percentages of the companies must sum to 100%.

Other Considerations
Art. 7.- Other considerations that entities must take into account when proceeding to send the information required in the files of the annexes of these Standards are the following:
a) The Superintendence will make available to entities an application that will validate the data of the aforementioned files, and through which it will be verified that the information sent complies with the provisions established in these Standards;

b) Entities must abstain from sending files other than those requested; c) In case of finding errors in the sent data, the Superintendence will communicate this to the entity, and this must send them again within the deadline of 10 business days after notification; and d) The information received by the Superintendence may be modified within the established deadline for its presentation; once this expires, it will be considered definitive; however, the entity may request the respective substitution, justifying it appropriately.

CHAPTER IV
OTHER PROVISIONS AND VALIDITY

Sanctions
Art. 8.- Non-compliance with the 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.

Repealing
Art. 9.- These Standards repeal from October 31, 2023, the "Standards for the Information Collection Procedure for the Public Shareholder Registry" (NPB4-12), approved in Session No. CD-15/1999, of February 18, 1999, approved by the Board of Directors of the Financial System Superintendence, whose Organic Law was repealed by Legislative Decree No. 592 containing the Law on Supervision and Regulation of the Financial System, published in the Official Journal No. 23, Volume No. 390, dated February 2, 2011.

Transitory
Art. 10.- The entities listed in Article 2 must finish by October 31, 2023, the implementation of the provisions established in these Standards.
Entities subject to the application of the "Standards for the Information Collection Procedure for the Public Shareholder Registry of Banks, Financial Companies, and Insurance Companies" (NPB4-12), must continue to send information to the Financial System Superintendence according to what is established in the aforementioned Standard, until they have finished the implementation deadline of the "Technical Standards for the Information Collection Procedure for the Shareholder Registry" (NRP-37). The "Standards for the Information Collection Procedure for the Public Shareholder Registry of Banks, Financial Companies, and Insurance Companies" (NPB4-12) are repealed from the validity of the "Technical Standards for the Information Collection Procedure for the Shareholder Registry" (NRP-37) referred to in the previous paragraph of these Standards.

In any case, if the entity fails to implement the developments within the period indicated in the first paragraph of this article, it may submit to the consideration of the Central Bank, duly justified, a request for an additional period that cannot exceed 20 business days.

Transitory Provision for adaptation of modifications related to the submission of information by companies specialized in the deposit and custody of securities, cooperative banks, and federations. (1) Art. 10-A.- Companies specialized in the deposit and custody of securities, cooperative banks, and federations must finish by July 31 the necessary adaptations for the implementation of the modifications of Articles 4, 5, 6, Annexes No. 1, 2, and 5, approved by the Central Bank through its Norms Committee in Session No. CN-01/2024 of January 31, 2024. (1) Cooperative banks and federations must make the first submission of the information required in these Standards in the first ten business days of October 2024, with the information corresponding to the third quarter of 2024. (1) Companies specialized in the deposit and custody of securities must make the first submission of the information required in these Standards in the first eight business days of August 2024, with the information corresponding to July 2024. (1)

Art. 10-B.- Entities will have two months from the entry into force of the modifications to these Standards, approved by the Norms Committee of the Central Bank in Session No. CN-02/2026 of February 26, 2026, to make the necessary adaptations for the implementation of the modifications of Tables Nos. 1 and 2 of Annex No. 1 of these Standards. (3)

Unforeseen Aspects
Art. 11.- Unforeseen aspects in regulatory matters in these Standards will be resolved by the Central Bank through its Norms Committee.

Validity
Art. 12.- These Standards will enter into force from April 3, 2023.

MODIFICATIONS:
(1) Modifications in Articles 4, 5, 6, Annexes 1, 2, and 5, and incorporation of Article 10-A, approved by the Central Bank through its Norms Committee, in Session CN-01/2024, of January 31, 2024, with validity from February 15, 2024. (2) Incorporation of Consideration IX and modifications in Articles 2 and 4, approved by the Central Bank through its Norms Committee, in Session No. CN-09/2025 of November 10, 2025, with validity from November 25, 2025. (3) Modifications in Article 4 and Annex No. 1, and incorporation of Article 10-B, approved by the Central Bank through its Norms Committee, in Session No. CN-02/2026 of February 26, 2026, with validity from March 13, 2026.

Annex No. 1
FILE STRUCTURE

A. Structure of data files.
The structure is defined with the following files:
FILE NAME DESCRIPTION ssf_acci_persona.xsd Persons ssf_acci_certificado.xsd Share Certificate Inventory ssf_acci_pariente.xsd Relatives ssf_acci_traspaso.xsd Transfers ssf_acci_socios_sociedad.xsd Company Partners

B. XML data file for the submission of information.
The information will be submitted with the following files:
FILE NAME DESCRIPTION persona.xml Natural and Legal Persons File certificado.xml Share Certificate Inventory pariente.xml Shareholder Relatives File traspaso.xml Transfers File socios_sociedad.xml Shareholder Company Partners File

Annex No. 1
a) persona.xml: NATURAL AND LEGAL PERSONS FILE No FIELD TYPE LENGTH DEC DESCRIPTION 1 Nit XsString 14 0 Tax identification number 2 Dui XsString 9 0 Unique Identity Document 3 primer_apellido XsString 25 0 First surname 4 segundo_apell

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