INSTRUCTION OF CENTRAL BANK OF THE RUSSIAN FEDERATION

of July 15, 2019 No. 5204-U

About modification of the Provision of the Bank of Russia of August 29, 2012 No. 386-P "About reorganization of credit institutions in the form of merge and accession"

1. Based on part three of Article 10 and part one of article 23 of the Federal law "About Banks and Banking Activity" (in edition of the Federal Law of February 3, 1996 No. 17-FZ) (Sheets of the Congress of People's Deputies of RSFSR and the Supreme Council of RSFSR, 1990, No. 27, Art. 357; Russian Federation Code, 1996, No. 6, Art. 492; 1998, No. 31, Art. 3829; 1999, No. 28, Art. 3459, Art. 3469; 2001, No. 26, Art. 2586; No. 33, Art. 3424; 2002, No. 12, Art. 1093; 2003, No. 27, Art. 2700; No. 50, Art. 4855; No. 52, Art. 5033, Art. 5037; 2004, No. 27, Art. 2711; No. 31, Art. 3233; 2005, No. 1, Art. 18, Art. 45; No. 30, Art. 3117; 2006, No. 6, Art. 636; No. 19, Art. 2061; No. 31, Art. 3439; No. 52, Art. 5497; 2007, No. 1, Art. 9; No. 22, Art. 2563; No. 31, Art. 4011; No. 41, Art. 4845; No. 45, Art. 5425; No. 50, Art. 6238; 2008, No. 10, Art. 895; 2009, No. 1, Art. 23; No. 9, Art. 1043; No. 18, Art. 2153; No. 23, Art. 2776; No. 30, Art. 3739; No. 48, Art. 5731; No. 52, Art. 6428; 2010, No. 8, Art. 775; No. 27, Art. 3432; No. 30, Art. 4012; No. 31, Art. 4193; No. 47, Art. 6028; 2011, No. 7, Art. 905; No. 27, Art. 3873, Art. 3880; No. 29, Art. 4291; No. 48, Art. 6730; No. 49, Art. 7069; No. 50, Art. 7351; 2012, No. 27, Art. 3588; No. 31, Art. 4333; No. 50, Art. 6954; No. 53, Art. 7605, Art. 7607; 2013, No. 11, Art. 1076; No. 19, Art. 2317, Art. 2329; No. 26, Art. 3207; No. 27, Art. 3438, Art. 3477; No. 30, Art. 4084; No. 40, Art. 5036; No. 49, Art. 6336; No. 51, Art. 6683, Art. 6699; 2014, No. 6, Art. 563; No. 19, Art. 2311; No. 26, Art. 3379, Art. 3395; No. 30, Art. 4219; No. 40, Art. 5317, Art. 5320; No. 45, Art. 6144, Art. 6154; No. 49, Art. 6912; No. 52, Art. 7543; 2015, No. 1, Art. 37; No. 17, Art. 2473; No. 27, Art. 3947, Art. 3950; No. 29, Art. 4355, Art. 4357, Art. 4385; No. 51, Art. 7243; 2016, No. 1, Art. 23; No. 15, Art. 2050; No. 26, Art. 3860; No. 27, Art. 4294, Art. 4295; 2017, No. 14, Art. 2000; No. 18, Art. 2661, Art. 2669; No. 25, Art. 3596; No. 30, Art. 4456; No. 31, Art. 4754, Art. 4761, Art. 4830; 2018, No. 1, Art. 66; No. 18, Art. 2560, Art. 2576; No. 22, Art. 3043; No. 24, Art. 3400; No. 27, Art. 3950; No. 31, Art. 4852; No. 32, Art. 5100, Art. 5115; No. 49, Art. 7524; No. 53, Art. 8440; 2019, No. 22, Art. 2661; No. 23, of the Art. 2921) to bring in the Provision of the Bank of Russia of August 29, 2012 No. 386-P "About reorganization of credit institutions in the form of merge and accession", registered by the Ministry of Justice of the Russian Federation on October 9, 2012 No. 25633, on December 12, 2013 No. 30592, on December 16, 2016 No. 44775, on May 4, 2017 No. 46584, the following changes.

1.1. Declare Item 1.6 invalid.

1.2. Add Chapter 1 with Items 1.9 and 1.10 of the following content:

"1.9. The Bank of Russia (Department of the admission and termination of activities of the financial organizations) directs (issues) to "Credit institution":

the documents specified in paragraphs the second - the ninth Item 3.5 of this provision, - on condition of idea by "Credit institution" of certificates of the Bank of Russia of state registration of the reorganized credit institutions (in case of their availability) and licenses for banking operations, on the basis of the whom credit institutions acted before reorganization;

the documents specified in paragraphs the second - the eighth Item 4.5 of this provision, - on condition of idea by "Credit institution" of certificates of the Bank of Russia of state registration of the attached credit institutions (in case of their availability), licenses for banking operations, on the basis of the whom "Credit institution" acted before reorganization (if "Credit institution" petitioned for issue of the new license for banking operations and the Bank of Russia the positive decision on the matter), and licenses for banking operations, on the basis of the whom the attached credit institutions acted before reorganization was made.

1.10. Within three working days after day of decision making about cancellation of the decision on reorganization of credit institution it shall notify on it the Bank of Russia with appendix of the decision on cancellation of the decision on reorganization. In case of participation in reorganization of two and more credit institutions such notification goes to the above-stated time credit institution, last the made decision on the cancellation of the decision on reorganization or determined by the specified decision.".

1.3. In paragraph one of Item 2.1 of the word", and also" to exclude territorial office of the Bank of Russia on the location of credit institution.

1.4. In paragraph three of Item 2.5 of figure "15" to replace with the word of "twenty".

1.5. State Items 2.6 and 2.7 in the following edition:

"2.6. Until submission to the Bank of Russia (Department of the admission and termination of activities of the financial organizations) of the documents provided by the Instruction of the Bank of Russia No. 135-I (including until holding general meetings of members of the reorganized credit institutions, in which agenda is included question of reorganization) reorganized by credit institution into East or Western center of the admission of the financial organizations of Department of the admission and the termination of activities of the financial organizations (further - the Center of the admission) (depending on the location of credit institution) go:

concerning persons, before reorganization who were board members (supervisory board) of the attached credit institution (the credit institution reorganized in the form of merge) who after completion of reorganization will be board members (supervisory board) of "Credit institution" - the documents provided by paragraph one of Item 3.5 of the Provision of the Bank of Russia of December 27, 2017 No. 625-P "About procedure for approval by the Bank of Russia of appointment (election) of candidates for positions in the financial organization, notifications of the Bank of Russia on election (the termination of powers), purpose (dismissal) of persons who are part of governing bodies, other officials in the financial organizations, assessments of conformity to qualification requirements and (or) requirements to goodwill of persons which are part of governing bodies, other officials and founders (shareholders, participants) of the financial organizations the directions the board member (supervisory board) of the financial organization of information in the Bank of Russia on vote (about rejection of participation in vote) against the solution of the board of directors (supervisory board) of the financial organization, sending an inquiry on provision by the Bank of Russia of information and the direction by the Bank of Russia of the answer on availability (absence) of data in the databases provided by articles 75 and 76.7 of the Federal Law of July 10, 2002 No. 86-FZ "About the Central bank the Russian Federation (Bank of Russia)" and also about procedure for maintaining such bases", No. 50438 registered by the Ministry of Justice of the Russian Federation on March 21, 2018 (further - the Provision of the Bank of Russia No. 625-P). This requirement does not extend to persons holding positions of board members (supervisory board) of the attaching credit institution;

concerning new candidates for positions of board members (supervisory board) of "Credit institution" - documents, stipulated in Item 3.1 Provisions of the Bank of Russia No. 625-P;

concerning persons whom it is supposed to appoint to positions of sole executive body, his deputies, members of collegiate executive body (further in case of joint mentioning - the head), the chief accountant and deputy chief accountants of "Credit institution" (except for the non-bank credit institution having the right to implementation of money transfers without opening of bank accounts and the related other banking activities (further - payment NPO), the head and the chief accountant of branches of "Credit institution" (except for payment NPO), to positions of sole executive body and the chief accountant of "Credit institution" - payment NPO provided that such persons before reorganization did not hold above-mentioned positions or were not employees of the reorganized credit institutions, - documents, stipulated in Item 2.5 Provisions of the Bank of Russia No. 625-P, taking into account requirements of Items 2.6 and 2.7 of the Provision of the Bank of Russia No. 625-P;

concerning persons to whom it is supposed to assign separate obligations of the head, chief accountant, deputy chief accountants of "Credit institution" (except for payment NPO), the head, the chief accountant of branch of "Credit institution" (except for payment NPO), sole executive body and the chief accountant of "Credit institution" - payment NPO, the orders providing the right the money which is on the accounts of credit institution opened in the Bank of Russia - documents, stipulated in Item 2.5 Provisions of the Bank of Russia No. 625-P;

concerning persons to whom it is supposed to assign obligations of temporarily absent the head, chief accountants, deputy chief accountants of "Credit institution" (except for payment NPO), the head, the chief accountant of branch of "Credit institution" (except for payment NPO), sole executive body and the chief accountant of "Credit institution" - payment NPO, - documents, stipulated in Item 2.5 Provisions of the Bank of Russia No. 625-P, taking into account requirements of Item 2.4 of the Provision of the Bank of Russia No. 625-P;

regulations on the branches of "Credit institution" opened on the basis of the reorganized credit institutions and their branches;

notifications on opening of the branches of "Credit institution" opened on the basis of the reorganized credit institutions and their branches, and also the notification on opening of their internal structural divisions.

2.6.1. The center of the admission sends to the reorganized credit institution from which documents, the written confirmation of their obtaining arrived. The written confirmation can be issued under the signature to the authorized person of credit institution.

2.6.2. The center of the admission within one month from the date of receipt of the documents specified in paragraphs the second - pole of this Item, performs actions, stipulated in Item 2.10 Provisions of the Bank of Russia No. 625-P.".

2.7. If "Credit institution" will not be located in the building (room) on the location of one of the reorganized credit institutions, along with the direction in the Center of the admission of the documents specified in paragraphs the second - the eighth Item 2.6 of this provision, the reorganized credit institution sends to territorial office of the Bank of Russia on the expected location of "Credit institution":

the commitment letter about submission of properly verified copies of the documents confirming the property right, leases, the sublease or free use on the building (room) in which "Credit institution" after its state registration (will be located by reorganization in the form of merge) or state registration of the changes made to the charter (the charter in the new edition) "Credit institution" (by reorganization in the form of accession);

the documents provided by subitem 3.1.9 of Item 3.1 (by reorganization in the form of merge) or the paragraph the fourth Item 20.12 (by reorganization in the form of accession) Instructions of the Bank of Russia No. 135-I.".

1.6. To state subitem 3.2.2 of Item 3.2 in the following edition:

"3.2.2. In the absence of the bases for refusal the Bank of Russia after the term provided by paragraph one of this Item within five working days makes the decision on state registration of "Credit institution".

Within five working days from acceptance date of the specified decision the Bank of Russia (Department of the admission and termination of activities of the financial organizations) directs:

in territorial authority of the Federal Tax Service (further - authorized registering body) on the location of the credit institution which directed the written notice of the beginning of the procedure of reorganization according to part five of article 23 of the Federal law "About Banks and Banking Activity" - documents, the stipulated in Article 14 Federal Laws "About State Registration of Legal Entities and Individual Entrepreneurs", with indication of on need of the direction authorized registering body of the documents confirming the fact of entering of the corresponding records into the Unified State Register of Legal Entities and also charter copy with mark of authorized registering body directly in the Bank of Russia (Department of the admission and termination of activities of the financial organizations);

each of the reorganized credit institutions - the message on need of disclosure to the unrestricted group of people of information on persons, under control or considerable influence of which it is (if "Credit institution" is bank with the universal license, from the date of state registration of the reorganized credit institutions there passed less than two years and the petition for state registration of "Credit institution" and issue of the license for banking operations to it contains request for extradition of the license granting the right to attraction in deposits of money of physical persons).".

1.7. Declare Item 3.3 invalid.

1.8. State Items 3.4 and 3.5 in the following edition:

"3.4. The Bank of Russia (Department of the admission and termination of activities of the financial organizations) no later than five working days from the date of obtaining from authorized registering body of the documents specified in paragraph three of subitem 3.2.2 of Item 3.2 of this provision makes the decision on issue to "Credit institution" of the license for banking operations and performs the following actions:

enters in the Book of state registration of credit institutions data on state registration of "Credit institution" and record about the termination of activities of the reorganized credit institutions (with indication of the legal successor and form of reorganization);

assigns to "Credit institution" registration number and sequence numbers to the branches of "Credit institution" opened on the basis of the reorganized credit institutions and their branches.

3.5. The Bank of Russia (Department of the admission and termination of activities of the financial organizations) no later than five workers from the date of obtaining from authorized registering body of the documents specified in paragraph three of subitem 3.2.2 of Item 3.2 of this provision sends to "Credit institution":

the document confirming the fact of entering into the Unified State Register of Legal Entities of record about state registration of "Credit institution";

the documents confirming the fact of entering into the Unified State Register of Legal Entities of records about the termination of activities of the reorganized credit institutions;

certificate of the Bank of Russia on state registration of "Credit institution";

the charter of "Credit institution" with mark of authorized registering body;

license for banking operations of "Credit institution";

the message on assignment of sequence numbers to the branches of "Credit institution" opened on the basis of the reorganized credit institutions and their branches;

licenses for banking operations, on the basis of the whom credit institutions acted before reorganization on which the mark about loss of force is put down;

certificates of the Bank of Russia on state registration of the reorganized credit institutions (in case of their availability) on which the mark about loss of force is put down.

The documents specified in paragraphs the second, the third, fifth and seventh this Item go "Credit institution" only in electronic form. The documents specified in paragraphs four and pole of this Item go "Credit institution" in electronic form and on paper. The documents specified in paragraphs eight and the ninth this Item go "Credit institution" (can be issued under the signature to the authorized person of "Credit institution") on paper.".

1.9. Declare Item 3.6 invalid.

1.10. State Item 3.7 in the following edition:

"3.7. The Bank of Russia considers question of issue to "Credit institution" of the license for banking operations taking into account the reorganized credit institutions of licenses for banking operations which are available at. At the same time "Credit institution" shall conform to the requirements established by the Instruction of the Bank of Russia No. 135-I in part:

availability at "Credit institution" of the corresponding organizational structure including service of internal control;

observance of qualification requirements and (or) requirements to goodwill concerning persons specified in paragraphs the second - pole of Item 2.6 of this provision.

Besides, "Credit institution" shall carry out:

requirements to the size own (capital), the stipulated in Clause 11.2 Federal Laws "About Banks and Banking Activity" (except for case of implementation of reorganization as measure for the prevention of bankruptcy);

the requirements established by part five of article 36 of the Federal law "About Banks and Banking Activity" (if "Credit institution" is the bank with the universal license which resulted from merge of credit institutions from the date of which state registration there passed less than two years and the petition for state registration of "Credit institution" and issue of the license for banking operations to it contains request for extradition of the license granting the right to attraction in deposits of money of physical persons).".

1.11. In Item 4.2:

in subitem 4.2.2:

in paragraph one to replace the word of "three" with the word of "five";

paragraphs two and third to state in the following edition:

"in authorized registering body on the location of "Credit institution", - the documents provided by Items 1 and 3 of article 17 of the Federal law "About State Registration of Legal Entities and Individual Entrepreneurs" with indication of on need of the direction authorized registering body of the documents confirming the fact of entering into the Unified State Register of Legal Entities of the corresponding records, and also copy of the changes made to the charter (the charter in the new edition), with mark of authorized registering body in the Bank of Russia (Department of the admission and termination of activities of the financial organizations);

each of the reorganized credit institutions - the message on need of disclosure to the unrestricted group of people of information on persons, under control or considerable influence of which it is (if from the date of state registration of the "Credit institution" which is bank with the universal license there passed less than two years and she petitions for the licensing granting the right to attraction in deposits of money of physical persons);";

the fourth to declare the paragraph invalid;

declare subitem 4.2.3 invalid.

1.12. Declare Item 4.3 invalid.

1.13. In Item 4.4:

word in paragraph one "the message and documents specified in Item 4.3 of this provision (from authorized registering body of the documents specified in the paragraph the second subitem 4.2.2 of Item 4.2 of this provision)" shall be replaced with words "from authorized registering body of the documents specified in the paragraph the second subitem 4.2.2 of Item 4.2 of this provision";

paragraphs the fourth - the sixth and subitem 4.4.1 to recognize invalid.

1.14. State Item 4.5 in the following edition:

"4.5. The Bank of Russia (Department of the admission and termination of activities of the financial organizations) no later than five working days from the date of obtaining from authorized registering body of the documents specified in the paragraph the second subitem 4.2.2 of Item 4.2 of this provision sends to "Credit institution":

the document confirming the fact of entering into the Unified State Register of Legal Entities of record about state registration of the changes brought in the charter (the charter in the new edition) "Credit institution";

the documents confirming the fact of entering into the Unified State Register of Legal Entities of records about the termination of activities of the attached credit institutions;

the changes made to the charter (the charter in the new edition) "Credit institution", with mark of authorized registering body;

the license for banking operations (if "Credit institution" petitioned for issue of the new license for banking operations and the Bank of Russia the positive decision on the matter was made);

the message on assignment of sequence numbers to the branches of "Credit institution" opened on the basis of the attached credit institutions and their branches;

licenses for banking operations, on the basis of the whom "Credit institution" acted before reorganization (if "Credit institution" petitioned for issue of the new license for banking operations and the Bank of Russia the positive decision on the matter), and licenses for banking operations, on the basis of the whom the attached credit institutions acted before reorganization on which record about loss of force is put down was made;

certificates of the Bank of Russia on state registration of the attached credit institutions (in case of their availability) on which record about loss of force is put down.

The documents specified in paragraphs the second - the fourth and sixth this Item, go "Credit institution" only in electronic form. The document specified in paragraph five of this Item goes "Credit institution" in electronic form and on paper. The documents specified in paragraphs seven and the eighth this Item go "Credit institution" (are issued under the signature to the authorized person of "Credit institution") on paper.".

1.15. Declare Item 4.6 invalid.

1.16. In Item 4.7:

the fourth - to state paragraphs to the sixth in the following edition:

"observance of qualification requirements and (or) requirements to goodwill concerning persons specified in paragraphs the second - pole of Item 2.6 of this provision;

accomplishment by "Credit institution" of requirements to the size of own means (capital), stipulated in Clause 11.2 Federal Laws "About Banks and Banking Activity".

The "credit institution" which is bank with the universal license from the date of which state registration there passed less than two years, and petitioning for the licensing for banking operations granting the right to attraction in deposits of money of physical persons shall fulfill the requirements established by part five of article 36 of the Federal law "About Banks and Banking Activity".";

to recognize paragraphs of the seventh and eighth invalid.

2. This Instruction becomes effective after 10 days after day of its official publication.

 

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