INSTRUCTION OF THE CENTRAL BANK OF RUSSIA

of March 27, 2007 No. 1807-U

About procedure for adoption by the Bank of Russia of the decision on state registration of the changes made to constituent documents of credit institution and licensing for banking operations in connection with change of the status of credit institution from bank on non-bank credit institution or in connection with change of type of non-bank credit institution

This Instruction based on the Federal Law "About the Central Bank Russian Federation (Bank of Russia)" (The Russian Federation Code, 2002, N 28, Art. 2790; 2003, N 2, Art. 157; N 52, of Art. 5032; 2004, N 27, Art. 2711; N 31, of Art. 3233; 2005, N 25, Art. 2426; N 30, of Art. 3101; 2006, N 19, Art. 2061; N 25, of Art. 2648; 2007, N 1, Art. 9, Art. 10; N 10, of Art. 1151; N 18, of Art. 2117; 2008, N 42, Art. 4696, Art. 4699; N 44, of Art. 4982; N 52, of the Art. 6229, Art. 6231; 2009, N 1, Art. 25; N 29, of Art. 3629; N 48, of Art. 5731; 2010, N 45, Art. 5756; 2011, N 7, Art. 907; N 27, of the Art. 3873), the Federal Law "About Banks and Banking Activity" (in edition of the Federal Law of February 3, 1996 N 17-FZ) (Sheets of the Congress of People's Deputies of RSFSR and the Supreme Council of RSFSR, 1990, N 27, Art. 357; Russian Federation Code, 1996, N 6, Art. 492; 1998, N 31, Art. 3829; 1999, N 28, Art. 3459, Art. 3469; 2001, N 26, Art. 2586; N 33, of Art. 3424; 2002, N 12, Art. 1093; 2003, N 27, Art. 2700; N 50, of Art. 4855; N 52, of the Art. 5033, Art. 5037; 2004, N 27, Art. 2711; N 31, of Art. 3233; 2005, N 1, Art. 18, Art. 45; N 30, of Art. 3117; 2006, N 6, Art. 636; N 19, of Art. 2061; N 31, of Art. 3439; N 52, of Art. 5497; 2007, N 1, Art. 9; N 22, of Art. 2563; N 31, of Art. 4011; N 41, of Art. 4845; N 45, of Art. 5425; N 50, of Art. 6238; 2008, N 10, Art. 895; N 15, of Art. 1447; 2009, N 1, Art. 23; N 9, of Art. 1043; N 18, of Art. 2153; N 23, of Art. 2776; N 30, of Art. 3739; N 48, of Art. 5731; N 52, of Art. 6428; 2010, N 8, Art. 775; N 19, of Art. 2291; N 27, of Art. 3432; N 30, of Art. 4012; N 31, of Art. 4193; N 47, of Art. 6028; 2011, N 27, Art. 3873, Art. 3880; N 29, of the Art. 4291) (further - the Federal Law "About Banks and Banking Activity") establishes procedure for adoption by the Bank of Russia of the decision on state registration of the changes made to constituent documents of credit institution, and licensing for banking operations in connection with change of the status of credit institution from bank on non-bank credit institution including in connection with non-compliance by bank with requirements to the size of own means (capital), the stipulated in Clause 11.2 Federal Laws "About Banks and Banking Activity".

This Instruction is applied also in case of change of type of non-bank credit institution.

1. Before submission by bank to the Bank of Russia of the petition for change of the status on the status of non-bank credit institution, bank agrees on possibility of use of the corporate names of non-bank credit institution assumed complete corporate and reduced according to the procedure, N135-I "About Procedure for Adoption by the Bank of Russia of the Decision on State Registration of Credit Institutions and Issue of Licenses for Banking Operations" established by Chapter 19 of the Instruction of the Bank of Russia of April 2, 2010 registered by the Ministry of Justice of the Russian Federation on April 22, 2010 N 16965, on December 17, 2010 N 19217, on June 15, 2011 N 21033 ("the Bulletin of the Bank of Russia" of April 30, 2010 N 23, of December 30, 2010 N 73, of June 22, 2011 N 33) (further - the Instruction of the Bank of Russia of N135-I).

Before submission by bank to the Bank of Russia of documents, the stipulated in Item 2 presents of the Instruction (including before date of meeting of authorized body of management of bank concerning change of the status of bank on the status of non-bank credit institution), can be submitted to the Bank of Russia (Department of licensing of activities and financial improvement of credit institutions of the Bank of Russia) by bank the specified documents (drafts of the specified documents). The Bank of Russia sends to bank the written confirmation of receipt of documents (draft documents) or issues this confirmation on receipt to the authorized person of bank.

The Bank of Russia (Department of licensing of activities and financial improvement of credit institutions of the Bank of Russia) within thirty calendar days from the date of submission of documents (draft documents) considers them and sends to bank the conclusion about results of consideration. The conclusion can be sent to the authorized person of bank (it is issued on receipt to the authorized person of bank).

2. After obtaining, the written message of Department of licensing of activities and financial improvement of credit institutions containing the conclusion about possibility of use of expected new names of credit institution, the bank sends to the territorial office of the Bank of Russia exercising supervision of its activities (further - territorial office of the Bank of Russia) and to the Bank of Russia on 1 copy of the petition (in writing in any form) about change of the status on the status of non-bank credit institution (further - the petition), signed by the authorized person of bank.

2.1. In the petition the type of non-bank credit institution (settlement non-bank credit institution, the non-bank credit institution performing deposit credit operations or the non-bank credit institution having the right to implementation of money transfers without opening of bank accounts and the related other banking activities), the list of banking activities, the right to which implementation the credit institution, currency in which it is planned to perform banking activities assumes to acquire, and also to contain request for extradition of the new license for banking operations shall be specified.

2.2. Ceased to be valid according to the Instruction of the Central Bank of Russia of 15.09.2011 No. 2702-U

2.3. Documents for state registration of the changes made to the constituent documents of credit institution (including constituent documents in the new edition) provided by the Instruction of the Bank of Russia of N135-I shall be attached to the petition sent to the Bank of Russia. In case of change of the status of credit institution from bank on the settlement non-bank credit institution planning implementation of calculations using clearing the provision regulating procedure for carrying out calculations shall be also attached to the petition. In case of change of the status of credit institution from bank on the non-bank credit institution having the right to implementation of money transfers without opening of bank accounts and the related other banking activities rules of implementation of transfer of electronic money shall be also attached to the petition.

The changes made to constituent documents of credit institution shall contain:

new trade name of credit institution with indication of on the status - "non-bank credit institution" according to part three of article 7 of the Federal law "About Banks and Banking Activity";

the list of banking activities with means in rubles or with means in rubles and foreign currency for settlement non-bank credit institutions, non-bank credit institutions performing deposit credit operations or the non-bank credit institutions having the right to implementation of money transfers without opening of bank accounts and the related other banking activities.

2.4. The documents provided by the Federal Law of August 8, 2001 N 129-FZ "About state registration of legal entities and individual entrepreneurs" (The Russian Federation Code, 2001, N 33, Art. 3431; 2003, N 26, Art. 2565; N 50, of Art. 4855; N 52, of Art. 5037; 2004, N 45, Art. 4377; 2005, N 27, Art. 2722; 2007, N 7, Art. 834; N 30, of Art. 3754; N 49, of Art. 6079; 2008, N 18, Art. 1942; N 30, of Art. 3616; 2009, N 1, Art. 19, Art. 20, Art. 23; N 29, of Art. 3642; N 52, of Art. 6428; 2010, N 21, Art. 2526; N 31, of the Art. 4196) (further - the Federal Law "About State Registration of Legal Entities and Individual Entrepreneurs") and represented according to this Instruction to the Bank of Russia, can be directed in the form of electronic documents.

3. The bank is recommended to place information on the direction in the Bank of Russia of the petition in premises of bank, available to clients, in which their servicing is performed.

4. The territorial office of the Bank of Russia considers the documents submitted by credit institution, and in time, not exceeding 20 calendar days from the date of their receipt in territorial office of the Bank of Russia, sends by means of fax connection (other communication providing operational receipt of information) to the Bank of Russia the conclusion.

The conclusion shall contain:

assessment of conformity of the provision regulating procedure for carrying out calculations of settlement non-bank credit institution, to the requirements established by regulations of the Bank of Russia - in case of change of the status of credit institution from bank on the settlement non-bank credit institution planning implementation of calculations using clearing;

information on availability (absence) of the bases for response at bank of the license for banking operations, the stipulated in Article 20 Federal Laws "About Banks and Banking Activity", or the bases for implementation of measures for the prevention of bankruptcy, the stipulated in Article 4 Federal Laws "About Insolvency (Bankruptcy) of Credit Institutions" (The Russian Federation Code, 1999, N 9, Art. 1097; 2001, N 26, Art. 2590; 2004, N 34, Art. 3536);

information on availability (absence) of the facts, witnessing that after change of the status the credit institution will be incapable to fulfill the obligatory standard rates and other requirements established for non-bank credit institutions by regulations of the Bank of Russia;

information on compliance (discrepancy) of rules of implementation of transfer of electronic money to requirements of the Federal Law of June 27, 2011 N 161-FZ "About national payment system" (The Russian Federation Code, 2011, N 27, the Art. 3872) and the regulations of the Bank of Russia adopted according to it - in case of change of the status of credit institution from bank on the non-bank credit institution having the right to implementation of money transfers without opening of bank accounts and the related other banking activities.

5. The Bank of Russia considers the documents submitted by credit institution for change of the status and the conclusion of territorial office of the Bank of Russia mentioned in item 4 of this Instruction in a month from the date of receipt of the documents listed in Item 2 presents of the Instruction.

5.1 In case of adoption by the Bank of Russia of the decision on state registration of the changes made to constituent documents of credit institution and licensing for banking operations the Department of licensing of activities and financial improvement of credit institutions within three working days from acceptance date of such decision, sends to the relevant territorial subdivision of the Federal Tax Service the documents provided by the Federal Law "About State Registration of Legal Entities and Individual Entrepreneurs" with the cover letter.

5.2. The Bank of Russia makes the negative decision concerning state registration of the changes brought in constituent documents of credit institution and licensing for banking operations in case of:

availability of the bases for response at bank of the license for banking operations, the stipulated in Article 20 Federal Laws "About Banks and Banking Activity", or the bases for implementation of measures for the prevention of bankruptcy, the stipulated in Article 4 Federal Laws "About Insolvency (Bankruptcy) of Credit Institutions";

availability of the facts, witnessing that after change of the status the credit institution will be incapable to fulfill the obligatory standard rates and other requirements established for non-bank credit institutions by regulations of the Bank of Russia;

discrepancy of the documents necessary for change of the status of credit institution and provided by this Instruction, to the requirements established by the Federal Laws and regulations of the Bank of Russia including representation of incomplete set of documents.

Within three working days from the date of adoption of such decision the Department of licensing of activities and financial improvement of credit institutions sends to bank and territorial office of the Bank of Russia the written motivated conclusion about impossibility of change of the status of credit institution. The documents submitted by bank are attached to the conclusion. In one copy each of the submitted documents remains in the Bank of Russia. In case of submission of documents in one copy they do not return.

5.3. About the facts of receipt of the petition, decision making concerning state registration of the changes brought in constituent documents of credit institution, state registration of such changes Department of licensing of activities and financial improvement of credit institutions sends the written message to Summary economic department and Department of providing and control of transactions in the financial markets during the working day following behind day of receipt of the petition by Department of licensing of activities and financial improvement of credit institutions (adoption of the decision by the Bank of Russia, receipt of the message of territorial subdivision of the Federal Tax Service on entering of record into the Unified State Register of Legal Entities). In case of adoption of the positive decision are also specified new full trade name of credit institution, its registration number assigned by the Bank of Russia. In case of state registration of the changes made to constituent documents of credit institution in addition to the data mentioned above date of state registration of such changes is specified.

6. Within three working days following behind day of receipt of the message of territorial subdivision of the Federal Tax Service by the Bank of Russia on entering of record into the Unified State Register of Legal Entities, Department of licensing of activities and financial improvement of credit institutions:

enters the corresponding data in the Book of state registration of credit institutions;

sends to territorial office of the Bank of Russia the written message with appendix of the original certificate received from territorial subdivision of the Federal Tax Service, 2 copies of the registered changes in constituent documents of credit institution and 2 copies of the license for banking operations.

7. Within three working days following behind day of receipt of the documents specified in Item 6 of this Instruction, territorial office of the Bank of Russia on condition of submission by credit institution of the certificate on its state registration in the form established by the Bank of Russia (in case of its availability), and all copies of licenses for banking operations, on the basis of the whom it acted before change of the status, sends to credit institution or issues on receipt it to the authorized person:

the original certificate, issued by territorial subdivision of the Federal Tax Service;

1 copy of the registered changes in constituent documents of credit institution;

first copy of the license for banking operations.

At the same time on the back of the title page of copies of the constituent documents of credit institution which are stored in territorial office of the Bank of Russia record about sequence number of changes with indication of paragraphs, Items, Articles to which changes, dates of entering of the corresponding record into the Unified State Register of Legal Entities and the state registration number of this record were made can be made.

The procedure for submission to territorial office of the Bank of Russia of the documents specified in paragraph one of this Item is determined by the Instruction of the Bank of Russia of August 11, 2005 N1606-U "About Operating Procedure with Documents, on the Basis of the Whom Credit Institutions Acted before State Registration of the Changes Made to Constituent Documents, State Registration of the Credit Institutions Created by Reorganization and also before Replacement of Licenses for Banking Operations" registered by the Ministry of Justice of the Russian Federation on September 16, 2005, N7016 ("the Bulletin of the Bank of Russia" of December 7, 2005 N 64).

8. This Instruction becomes effective after 10 days after day of its official publication in "the Bulletin of the Bank of Russia".

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