RESOLUTION OF THE NATIONAL BANK OF UKRAINE

of August 31, 2001 No. 375

About approval of the Regulations on procedure for creation and state registration of banks, opening of their branches, representations, departments

List of amending documents

Being guided by the Law of Ukraine "About the National Bank of Ukraine" and for the purpose of reduction of regulatory legal acts of the National Bank of Ukraine concerning creation and state registration of banks in compliance with requirements of the Law of Ukraine "About banks and banking activity" (further - the Law), Board of the National Bank of Ukraine

DECIDES:

1. Approve Regulations on procedure for creation and state registration of banks, opening of their branches, representations, departments (further - the Provision) which is applied.

2. Declare invalid the Regulations on procedure for creation and registration of commercial banks approved by the resolution of Board of the National Bank of Ukraine of 21.07.98 of N281 (with changes) and registered in the Ministry of Justice of Ukraine 01.09.98 for N541/2981.

3. Oblige General department of banking supervision (Andrushchenko P. V.) together with territorial administrations of the National Bank of Ukraine till 01.01.2002 to provide carrying out registration of changes to constituent documents of the banks wishing to acquire the status of specialized bank.

4. To banks till 17.01.2003 to bring the organizational structure into accord with requirements of the Law of Ukraine "About banks and banking activity" and this Provision and to register corresponding changes to constituent documents in the National Bank of Ukraine.

5. Shareholders (participants) of bank (legal entities and physical persons) who as of 17.01.2001 owned essential participation in bank in case of increase it in such a way that their share exceeded 25, 50 and 75 percent of the authorized capital of bank or voting power of the acquired shares (shares) in governing bodies of bank, shall get the written permission of the National Bank of Ukraine for ownership of essential participation in the bank according to the procedure determined by this Provision.

6. To general department of banking supervision (Andrushchenko P. V.) and chiefs of territorial administrations of the National Bank of Ukraine till 17.01.2003 to organize work concerning consideration of the documents filed by shareholders (participants) bankavladelets of essential participation in the terms established by this Provision and adoption of the relevant decision by the National Bank of Ukraine concerning provision or refusal in provision of written permissions of the National Bank of Ukraine for acquisition of essential participation in bank based on consideration of the filed documents.

7. In case of non receipt by shareholders (participants) of bank and other corresponding persons of the written permission of the National Bank of Ukraine for ownership of essential participation in bank at the scheduled time the National Bank of Ukraine can apply to them adequate measures of impact.

8. The resolution becomes effective in ten days after its state registration in the Ministry of Justice of Ukraine.

9. To impose control of execution of this resolution on the vice-chairman Krotyuk V. L., General department of banking supervision (Andrushchenko P. V.) and chiefs of territorial administrations of the National Bank of Ukraine.

 

Approved by the Resolution of Board of the National Bank of Ukraine of August 31, 2001 No. 375

Regulations on procedure for creation and state registration of banks, opening of their branches, representations, departments

This Provision determines procedure, conditions of creation and implementation of state registration of banks, procedure for opening of branches and representative offices of banks, procedure for provision of preliminary permission to creation of bank with the foreign capital, procedure for provision of permission to acquisition or increase in essential participation in bank.

Banks of different forms of business are created according to the Laws of Ukraine "About banks and banking activity", "About economic societies", the current legislation of Ukraine about cooperation and regulatory legal acts of the National Bank of Ukraine (further - National Bank).

1. General provisions

1.1. Registration of banks is performed by National Bank by entering of the corresponding record into the State register of banks then the bank is acquired by the status of the legal entity.

1.2. Banks are created in the form of public joint stock company or cooperative bank.

1.3. Banks can function as universal or as specialized. On specialization banks can be:

savings;

investment;

mortgage;

settlement (clearing).

The bank is acquired by the status of specialized bank (except savings) if more than 50 percent of its assets are assets of one type:

for investment bank - issue and placement of securities which are performed at the expense of money of private investors;

for mortgage bank - the assets placed on the security of the earth or the real estate;

for clearing (clearing) bank - assets which are placed on clearing accounts.

The bank is acquired by the status of specialized savings bank if more than 50 percent of its liabilities are household deposits.

1.4. The national bank is based according to the decision of the Cabinet of Ministers of Ukraine after receipt of the positive conclusion of National Bank about intention of organization of national bank which is provided based on the acquired information about:

the size of the authorized capital of national bank for the period of its registration, terms and sources of forming that is confirmed including the Law on the Government budget of Ukraine for the corresponding year by the expenditure item;

list of banking and other activities;

the business plan determining types of activity which the national bank plans to perform for the current year, with reasons for their economic effect;

strategy of bank the next three years.

The charter of national bank affirms the relevant resolution of the Cabinet of Ministers of Ukraine and shall meet the requirements of the Law of Ukraine "About banks and banking activity" (further - the Law), other laws of Ukraine and regulatory legal acts of National Bank.

The bank has the right to add the word "state" to the name, to use the image of the State Emblem of Ukraine, National Flag of Ukraine.

For receipt of the conclusion of National Bank concerning intentions of change of the size of the authorized capital of national bank it is necessary to submit the draft decision of the Cabinet of Ministers of Ukraine about change of the size of the authorized capital of bank with reasons for these changes and information on the forecast size of the authorized capital of national bank.

If the size of the authorized capital of national bank according to the decision of the Cabinet of Ministers of Ukraine increases, then terms and sources of its forming which prove to be true, including the expenditure item according to the Law on the Government budget of Ukraine for the corresponding year are in addition reported.

In case of intention of the Cabinet of Ministers of Ukraine to reduce the size of the authorized capital of national bank National Bank can provide the positive conclusion if this reduction does not lead to violation by bank established by the current legislation of Ukraine of the minimum size of the authorized capital, values of economic standard rates also negatively will not influence activities of bank in general.

The decision on provision of the conclusions is made by Board of the National Bank of Ukraine in a month from the date of receipt of all of documents necessary for this purpose and information stated above.

In case of decision making about partial or complete alienation by the state of the stocks (shares) of national bank owned by it such bank loses the status of state. Shareholders shall bring the charter and activities of bank into accord with requirements of the Law and regulatory legal acts of National Bank.

1.5. The local cooperative bank is created by legal entities and physical persons according to requirements of the Law and the current legislation of Ukraine about cooperation. The minimum number of members of local cooperative bank shall be at least than 50 people, each of which irrespective of the amount of the equity participation of bank (share) has the right of one voice.

1.6. The bank name shall contain the word "bank", and also specifying about form of business of bank.

It is not allowed to use for the bank name the name repeating already existing name of other bank or misleading concerning types of activity which are performed by bank.

Application in the bank name of the words "Ukraine", "gosudarstvenny", "tsentralny", "natsionalny" and derivative of them is possible only in the consent of National Bank.

Consent to use in the name of the words "Ukraine", "gosudarstvenny", "natsionalny" and derivative of them can be provided only to national banks.

Consent to use in the name of the word "central" and derivative of it can be provided only to the Central cooperative bank and parent bank of banking holding group.

For receipt of consent such documents go to the National Bank of Ukraine:

the petition for provision of consent to application in the bank name of the words "Ukraine" or "gosudarstvenny", either "central", or "national", or derivative of them signed by the bank of person or the chairman of the supervisory (supervising) board authorized by founders who shall contain reasons for need of application of this word;

the decision of founders of the new formed bank (the protocol of meeting signed by the chairman and the secretary of meeting) or general meeting of members of bank (the protocol certified by the signature of the chairman and secretary of meeting and print of seal of bank) concerning the bank name.

The decision on consent provision (refusal in provision) is made by Board of the National Bank of Ukraine in a month from the date of receipt of documents.

The division of bank uses the name only of that bank which division it is. The name of the location of this division can be added to the name of structural division of bank.

1.7. Legal entities and physical persons, residents and nonresidents, and also the state on behalf of the Cabinet of Ministers of Ukraine or bodies authorized by it can be members of bank.

Owners of essential participation in bank shall have faultless goodwill and satisfactory financial position.

Legal entities in whom the bank has essential participation, associations of citizens, religious and charitable organizations cannot be members of bank.

Members of bank cannot be legal entities concerning whom it is impossible to establish them owners and sources of means at the expense of which such legal entities perform fees in the authorized capital or take shares of the banks.

Local cooperative banks and the Central cooperative bank can attract deposits (deposits, including on current accounts) only from the participants.

1.8. Documents which go to National Bank in connection therewith the Provision shall be stated in Ukrainian. Documents shall not contain corrections, inaccuracies.

1.9. Heads of bank bear responsibility for accuracy of the information and documents which go according to requirements of this Provision, according to the legislation of Ukraine.

2. Requirements of rather authorized capital

2.1. Forming and increase in the authorized capital of bank can be performed only by money contributions of participants.

2.2. Money contributions for forming and increase in the authorized capital of bank perform residents of Ukraine in hryvnias, and nonresidents - legal entities, physical persons foreigners - in the foreign freely converted currency or in hryvnias.

Transfer of the amounts from the foreign freely converted currency brought by nonresidents of national currency of Ukraine is performed on the official rate of hryvnia to foreign currencies established by National Bank for signature date of the foundation agreement about creation of bank, and in case of increase in the authorized capital of bank - for decision date about increase in the authorized capital or at decision date about transformation of bank to bank with the foreign capital (if acquisition of the status of bank by bank with the foreign capital is carried out without increase in the authorized capital of bank). Funds can be transferred only from own current accounts by legal entities and physical persons in non-cash form and be brought by physical persons in cash form.

2.3. The authorized capital of bank shall not be created at the expense of means which sources of origin are not confirmed. The bank shall receive from members of bank the documents and data necessary for clarification of sources of origin of funds which are allocated for forming of its authorized capital.

It is forbidden to use budgetary funds for forming of the authorized capital of bank if these means have other purpose, bank metals, and also the means received on credit and on the security.

Profit distribution for the purpose of increase in the authorized capital can be performed by charge of dividends to members of bank and adoption of the decision on their direction by them in the authorized capital.

Counter investments into the authorized capital of each other and counter investments into the authorized capital of their participants are prohibited banks.

The bank has the right to increase the authorized capital after all participants completely fulfilled the obligations concerning payment of shares or shares of preliminary subscription and previously announced subscribed capital is completely paid and registered.

2.4. Means for forming of the authorized capital of the new formed bank in the amount of, provided by the current legislation of Ukraine and constituent documents, accumulate members of bank (residents) on accumulation account which is opened in territorial administration of National Bank in the place of creation of bank according to requirements of regulatory legal acts of National Bank. For this purpose in week time from the date of provision of documents for state registration of bank person authorized by founders submits to territorial administration of National Bank the application for opening of accumulation account for forming of the authorized capital. Based on these documents and the statement the territorial administration of National Bank opens accumulation account on which funds of the authorized capital of bank are accumulated.

Not later than 15 working days before the termination of the term established by the Law for consideration of the documents (determined by Item 3.1 of this Provision) and state registration of bank, members of bank or person authorized by founders shall transfer means in the amount of, established by the Law into accumulation account in National Bank (or territorial administration of National Bank in the place of creation of bank).

By the time of introduction of funds for forming of the authorized capital for the accumulation account opened in National Bank (or territorial administration of National Bank in the place of creation of bank), these funds can be accumulated on the current account in any resident bank in the territory of Ukraine based on the relevant decision of the constituent assembly.

During forming of the authorized capital of bank with the foreign capital funds in foreign currency are accumulated by the foreign participant of bank on accumulation account which is opened in National Bank.

3. Procedure for provision of documents for state registration of bank

3.1. For state registration of bank person authorized by founders or the chairman of the supervisory board submits to territorial administration of National Bank in the place of creation of bank such documents:

a) the statement for registration of bank certified by the authorized signature or the chairman of the supervisory (supervising) board;

b) the foundation agreement signed by founders (participants) of bank and certified by print of their seal. Signatures of physical founder persons (participants) are witnessed in notarial procedure.

For registration of the state and cooperative banks the foundation agreement does not go.

In the foundation agreement are specified:

form of business;

activities and specialization (in case of its availability);

activities purpose;

list of founders (participants), their name and location (phone, payment details, passport data of physical persons);

structure and competence of governing bodies of bank and procedure for adoption of decisions by them, procedure for modification of constituent documents;

person, authorized to sign agreements and to act on behalf of founders (participants);

size, procedure and terms of forming of the authorized capital of bank;

responsibility of the parties for failure to carry out of the undertaken obligations;

procedure for distribution of profits and covering of losses of bank;

procedure for reorganization and liquidation of bank;

quantity and particle size of each of participants and procedure for introduction of deposits by them (for limited liability companies);

c) the charter of bank approved by the constituent assembly (meeting of participants) and signed by the chairman of the board of bank. The charter of national bank affirms the resolution of the Cabinet of Ministers of Ukraine and shall meet the requirements of the Laws of Ukraine "About banks and banking activity", "About economic societies" and other legal acts. In it are specified:

the complete and reduced bank name and its location;

form of business;

the list of fundamental laws based on which the bank is created and is effective;

regulations that the bank is acquired by the status of the legal entity since registration by its National Bank in the State register of banks;

the regulations that the bank fulfills requirements of regulatory legal acts of National Bank use single accounting rules in banks based on complex automation and computerization, submit to National Bank the reporting and information in the amounts and forms established by it;

activities and specialization (in case of its availability);

the list of types of activity, banking and other activities which the bank based on the banking license and the written permission of National Bank intends to perform;

procedure and terms of forming of the authorized capital of bank;

quantity of particles, shares in the authorized capital, the particle size of each of participants (if the bank is created as limited liability company, cooperative bank). The charter of the bank founded as joint-stock company shall contain also data on types of shares which are issued, their nominal value, share issue forms (documentary or paperless), the number of shares which are taken by founders and shareholders, the term and payment procedure of particle of profit (dividends) which is carried out following the results of year once a year. Preferred shares cannot be issued on the amount exceeding 10 percent of the authorized capital of joint-stock company;

size and procedure for forming of reserves and general funds of bank;

procedure for distribution of profits and covering of losses;

regulations on bodies of internal audit of bank;

regulations on management structure of bank, governing bodies, their competence and procedure for adoption of decisions by them, including the list of questions concerning which unanimity or qualified majority of votes (general shareholder meeting, meeting of members of bank, the supervisory board of bank, board (board of directors) of bank) is necessary;

regulations on control facilities behind activities of bank, procedure for their activities (audit committee);

procedure for reorganization or liquidation of bank according to the Law;

procedure for introduction of amendments to the charter of bank;

other provisions which are not contradicting the current legislation of Ukraine;

d) the protocol of the constituent assemblies (meetings of participants) signed by the chairman and the secretary of meeting in which the place and date of meeting, their competence, the agenda, voting procedure are specified. The protocol shall contain: the solution on creation of bank, adoption of the charter, election of the supervisory board of bank and audit committee, appointment of the chairman of the board (board of directors), chief accountant and board members of bank (council of the bank) and authorized person responsible for registration of bank in National Bank, other provisions according to the current legislation of Ukraine. In case of creation of national bank the resolution of the Cabinet of Ministers of Ukraine on creation of national bank goes;

?) the business plan and appendices to it constituted according to the requirements given in appendix 16 and in the form of sample given in appendix 17 to this Provision, certified by signatures of founders of bank.

e) information about structure of the supervisory (supervising) board, board (board of directors), audit committee;

e) the documents giving opportunity to make the conclusion about faultless goodwill of the chairman, his deputies and members of the observant (supervising) council of the bank including:

references of banks in which the credits, about condition of accomplishment of obligations concerning their return are obtained;

the questionnaire according to appendix 3 to this Provision.

For registration of national bank the documents giving opportunity to make the conclusion about professional suitability of the chairman, his deputies and members of supervising council whose candidates meet such requirements go:

availability of citizenship of Ukraine;

availability of complete higher economic or legal education, or scientific degree in the field of economy, finance and/or the rights;

experience of work at least three years in regulatory authorities or on executive positions in bodies of the central executive authority of Ukraine or bank institution or experience of scientific, practical work in the field of economy, finance, the right;

є) the copy of the report on carrying out private placement of shares - for bank which is created in the form of public joint stock company (moves after its registration by State commission on securities and the stock market), with appendix of the list of shareholders of bank. In the list full name of the shareholder, its location, payment details, passport data (for physical persons) and the number of shares, their total cost and share in the authorized capital of bank are specified;

g) the devolution agreement of the room in property (by donation, sale and so forth) for placement of bank signed by person authorized according to the foundation agreement or the lease agreement of the placement for term at least five years in case of its conclusion;

h) the documents giving the chance to draw conclusion on professional suitability and faultless goodwill of the chairman and his deputies, members of executive body (board or the board of directors) and the chief accountant, his deputies whose candidates meet such requirements:

availability of complete higher economic, legal education or education in the field of management - for the chairman and his deputies, board members (board of directors), and also complete higher economic or accounting education - for the chief accountant and his deputies;

length of service of the chairman, his deputies and board members (board of directors) of bank, the chief accountant and his deputies in bank system by the corresponding profession at least three years, including for the chairman of the board and the chief accountant on executive positions - at least a year;

faultless goodwill;

lack of notes of the relevant territorial administration of National Bank and the facts of violations of the bank law of Ukraine and internal documents of bank for operating time in bank institutions.

Information about the chairman and his deputies, board members (board of directors) of bank, the chief accountant and his deputies and their goodwill go in type:

statements from the service record and the copy of the diploma about education certified by territorial administration of National Bank on the location of bank or in notarial procedure;

references of banks in which the credits, about condition of accomplishment of the obligations concerning their return printed on the official form of bank and certified by print of seal of bank are obtained;

questionnaires (appendix 3);

information of territorial administration of the National Bank exercising supervision of activities of bank institutions in which specified persons worked about absence in their work of abuses and violations of the law of Ukraine of rather banking activity, regulatory legal acts of National Bank and internal documents of bank (if they worked in other regions of Ukraine).

In each case if foreign citizens are appointed to positions of the chairman and his deputies or board members (board of directors), the chief accountant and his deputies, the National Bank makes the decision on approval of the candidate recommended by founders taking into account the filed documents (their copies certified in accordance with the established procedure) confirming availability of economic education (the master's degrees are not lower), length of service on executive positions in bank system by the corresponding profession at least three years and information of the Central bank or other body of the relevant state exercising control of activities of commercial banks or commercial bank in which the candidate, about absence in its work of offenses worked. Besides, the authorized person shall file to National Bank the documents confirming legality of finding of such foreign citizens in the territory of Ukraine, and at the cases provided by the current legislation of Ukraine - permission to the employment issued by the State jobcenter of the Ministry of Labour and Social Policy of Ukraine or for its order the relevant jobcenters of the Autonomous Republic of Crimea, areas, cities of Kiev and Sevastopol if another is not provided by international treaties which consent to be bound is provided by the Verkhovna Rada of Ukraine.

i) copies of payment documents about implementation by legal entities and physical persons - members of bank of payment of fees in the authorized capital (go not later than in 15 working days prior to the termination of the term established by the Law for consideration of the documents (determined by this Item) and state registration of bank);

?) the conclusions of auditing firms (auditors), constituted following the results of the financial reporting of legal entities performed as of specific date - members of bank, irrespective of their form of business and pattern of ownership which shall keep financial accounting and submit the financial reporting according to the current legislation of Ukraine, relatively:

reliability of the reporting which is based on data of primary financial accounting, cash documents, available and securities and so forth;

completeness and compliance to the current legislation of Ukraine and to the established requirements of provisions (standards) of financial accounting of financial and economic activities;

availability of own means (equity) in the amount of, providing accomplishment of obligations concerning forming of the authorized capital of bank, or their absence based on calculation of own means (equity) of legal participating persons (on balance) (appendix 1);

economic evaluation of financial position and solvency for the last year and as of date of audit based on calculation of the recommended indicators of solvency and financial stability of members of bank (residents of Ukraine) (on balance) (appendix 2);

the actual accomplishment of obligations on forming of the authorized capital of bank in cash based on these payment documents, statements from the current account and so forth;

any other information.

Information stated in the conclusion of auditing firms (auditors) constituted following the results of the performed reporting of legal entities - members of bank, can be checked by divisions of National Bank based on the data of the reporting provided by the subitem "y" of this Item. Together with the specified conclusion copies of the certificate of the auditor who signed the conclusion go;

for the legal entity - the nonresident, - the copy of the conclusion of foreign auditing organization about financial position of the foreign investor certified in accordance with the established procedure in the place of issue for the end of the last complete financial (reporting) year and about possibility of implementation of the declared fee in the authorized capital of bank at the expense of own means (equity). If the specified conclusion is constituted by foreign auditing organization which is not included into the list of the foreign auditing organizations recognized by the National Bank of Ukraine, then such conclusion shall be confirmed with the Ukrainian auditing organization.

ї) physical persons - members of bank who deposit funds in the authorized capital of bank in the amount of equal or exceeding 80 thousand UAH (or in the foreign freely converted currency which equivalent equals or exceeds 80 thousand UAH, - for physical persons foreigners), for confirmation of availability of the income in the sufficient size for entering into the authorized capital of bank and sources of origin of these means submit certificates of State Tax Administration of Ukraine of the income for the last accounting period (year) (or the certificate of competent authority of the country of accommodation of the foreigner of its income for the last accounting period (year), or the reference of bank in which the account, about availability of funds on the account of physical person foreigner for date of their transfer is opened).

й) the financial reporting of legal entities - members of bank who will have essential participation in bank, for the last four reporting the periods: for residents - in the quarters preceding quarter in which funds in the authorized capital of bank are deposited with mark of bodies of statistics about adoption of this reporting, for nonresidents - separately for each of the last four accounting periods established by the legislation of country of source of the foreign investor certified by signatures of the head and chief accountant (in the presence of position), and also print of seal of the legal entity:

non-bank organizations - in the N1 "Balance" form provided by the Provision (standard) of the financial accounting 2 "Balance" approved by the order of the Ministry of Finance of Ukraine of 31.03.99 of N87 and registered in the Ministry of Justice of Ukraine 21.06.99 for N396/3689, in the N2 "Report on Financial Results" form provided by the Provision (standard) of financial accounting 3 "The report on financial results" approved by the order of the Ministry of Finance of Ukraine of 31.03.99 of N87 and registered in the Ministry of Justice of Ukraine 21.06.99 for N397/3690, and in the N4 "Report on Equity" form provided by the Provision (standard) of financial accounting 5 "The report on equity" approved by the order of the Ministry of Finance of Ukraine of 31.03.99 of N87 and registered in the Ministry of Justice of Ukraine 21.06.99 for N399/3692;

banks - in the N 1D forms "Balance of bank" and N 10 "Turnover and balance balance of bank" according to Rules of the organization of the statistical reporting which goes to the National Bank of Ukraine, the approved resolution of Board of the National Bank of Ukraine of 19.03.2003 N 124 and registered in the Ministry of Justice of Ukraine 07.05.2003 for N353/7674 (with changes);

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