PROVISION OF THE CENTRAL BANK OF RUSSIA

of June 19, 2009 No. 337-P

About procedure and criteria for evaluation of financial position of legal entities - founders (participants) of credit institution

This Provision according to Articles 11, 14 and 16 Federal Laws "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; 1999, No. 28, Art. 3469; 2001, No. 26, Art. 2586; 2002, No. 12, Art. 1093; 2004, No. 27, Art. 2711; 2006, No. 19, Art. 2061; 2007, No. 1, Art. 9; 2009, No. 9, the Art. 1043) and article 61 of the Federal Law of July 10, 2002 No. 86-FZ "About the Central bank the Russian Federation (Bank of Russia)" (The Russian Federation Code, 2002, No. 28, Art. 2790; 2007, No. 1, the Art. 9) establishes procedure and criteria for evaluation of financial position of legal entities - founders (participants) of credit institution.

Chapter 1. General provisions

1.1. The legal face who solely or as a part of group of the legal entities and physical persons connected among themselves by the agreement or group of the legal entities who are affiliated or dependent on the relation to each other (further - group of persons), becomes the founder (participant) of the credit institution created by organization or in addition acquires shares (shares) of credit institution and (or) receives shares (shares) of credit institution in trust management, or the legal entity who provided the petition for assessment of financial position for the purpose of acquisition by the legal entity of shares (shares) of credit institution according to Chapter 2 this provision hereinafter is referred to as further as the legal entity.

Receipt of prior consent of the Bank of Russia to acquisition and (or) obtaining in trust management of shares (shares) of credit institution as a result of the conclusion of one or several transactions of one legal entity or group of persons is performed according to the Instruction of the Bank of Russia of February 21, 2007 No. 130-I "About procedure for receipt of prior consent of the Bank of Russia to acquisition and (or) obtaining in trust management of shares (shares) of credit institution", registered by the Ministry of Justice of the Russian Federation on March 14, 2007 No. 9098 ("the Bulletin of the Bank of Russia" of March 28, 2007 No. 16) (further - the Instruction of the Bank of Russia No. 130-I).

The procedure for control of payment of shares (shares) for credit institution at the expense of the means of budgets of all levels of budget system of the Russian Federation, state non-budgetary funds, free money and other objects of property which are under authority of public authorities and local government bodies is determined by other regulations of the Bank of Russia.

This Provision extends to the steady forms of consolidation of property of legal entities and physical persons which are not connected with formation of legal entity (the mutual investment funds, other forms of property trust management (property) having the right to acquire shares (shares) of credit institution in structure of property.

1.2. The financial position of the legal entity is recognized satisfactory the following cases:

on condition of sufficiency of net assets (own means) of the legal entity calculated and corrected according to the procedure, established by Chapter 6 of this provision (further - the corrected net assets (own means), and in the absence of other bases for recognition of financial position of the legal entity established by this Provision unsatisfactory;

in case of recognition satisfactory financial position of persons specified in Item 2.1 of this provision and on condition of observance by these persons, and also the legal entities acquiring shares (shares) of credit institution, requirements to sufficiency of the corrected net assets (own means) established by Chapters 4 and 6 of this provision.

1.3. Assessment of financial position of the legal entity can be carried out by territorial office of the Bank of Russia, Department of licensing of activities and financial improvement of credit institutions of the Bank of Russia or credit institution.

1.4. Assessment of financial position is carried out by territorial office of the Bank of Russia in the relation:

a) the legal entity - the founder of the credit institution created by organization (irrespective of the size of the acquired shares (shares);

b) the legal entity who solely or as a part of group of persons petitions for receipt of prior consent of the Bank of Russia according to the Instruction of the Bank of Russia No. 130-I;

c) the legal entity in case of acquisition by it more than one percent of shares (shares) of credit institution (taking into account earlier acquired) in case of increase in the authorized capital of credit institution, and also in case of realization of the shares acquired at participants by credit institution in the form of limited liability company or additional liability company if in the specified cases there is no conclusion of credit institution about compliance of financial position of the legal entity to the requirements established by this Provision in case, stipulated in Item 1.5 this provision (daleezaklyucheniye of credit institution);

d) legal entities, which according to the Provision of the Bank of Russia of July 20, 2007 No. 307-P "About procedure for accounting and submission of information on affiliates of credit institutions", the registered Ministry of Justice of the Russian Federation on August 28, 2007 No. 10061 and ("the Bulletin of the Bank of Russia" of September 10, 2007 No. 52), are affiliates of credit institution, acquiring shares (shares) of credit institution in case of increase in its authorized capital (irrespective of the size of the acquired shares (shares) (further - affiliates of credit institution);

e) the legal entity in case of acquisition to one percent of shares (shares) of credit institution (inclusive) (taking into account earlier acquired) if in case of increase in the authorized capital of credit institution the cost of the acquired shares or contribution cost (additional contribution) exceeds 10 000 000 rubles and there is no conclusion of credit institution.

1.4.1. In this Provision share value of the credit institution operating in the form of joint-stock company is calculated proceeding from the price of placement (realization) of one share and the number of shares.

1.4.2. Assessment of financial position of the nonresident who solely or as a part of group of persons has (will have taking into account the forthcoming transaction) the right directly or indirectly (through the third parties) to dispose more, than 20 percent of shares (share) of credit institution (taking into account acquired), and also other persons constituting group of persons which part such nonresident is in cases when assessment of financial position is necessary according to requirements of this provision is performed by Department of licensing of activities and financial improvement of credit institutions of the Bank of Russia.

1.5. Assessment of financial position of the legal entities specified in subitems "v" and "d" of Item 1.4 of this provision in case of acquisition by them to five percent of shares (shares) of credit institution (inclusive) (taking into account earlier acquired) can be performed by credit institution independently according to the procedure established by this Provision and the internal document of credit institution.

In this case in territorial office of the Bank of Russia the conclusion of credit institution is submitted. Documents based on which the credit institution performed assessment of financial position are not represented to territorial office of the Bank of Russia (except as specified submissions of these documents on demand according to Item 9.5 of this provision), and assessment of financial position of the legal entity territorial office of the Bank of Russia is not carried out.

The credit institution can carry out assessment of financial position also in the cases specified in Item 1.4 of this provision. In such cases, irrespective of availability of the conclusion of credit institution, the territorial office of the Bank of Russia (Department of licensing of activities and financial improvement of credit institutions of the Bank of Russia) shall (shall) carry out assessment of financial position of the legal entity and prepare the conclusion about compliance of its financial position to the requirements established by this Provision.

1.6. Assessment of financial position of the legal entity is not carried out:

1.6.1. in case of acquisition of one percent and less shares (shares) of credit institution (taking into account earlier acquired), except for the following cases:

a) share placings (introduction of deposits to the authorized capital) of credit institution under its organization;

b) if the legal entity enters group of persons which petitions for receipt of prior consent of the Bank of Russia according to the Instruction of the Bank of Russia No. 130-I;

c) share acquisition (shares) by affiliates of credit institution;

d) if the cost of the shares acquired by the legal entity or contribution (additional contribution) in case of increase in the authorized capital of credit institution, and also the cost of shares in case of realization of the shares acquired at participants by credit institution in the form of limited liability company or additional liability company exceeds 10 000 000 rubles;

1.6.2. irrespective of the size of the acquired shares (shares) of credit institution:

a) in case of increase in the authorized capital of credit institution at the expense of its property (own means) by distribution of shares (shares) in proportion to the shares (shares) of credit institution which are available for shareholders (participants);

b) in case of registration of the report on results of share issue of credit institution (except for the credit institution created by organization) and (or) in case of decision making about state registration of the changes made to constituent documents of credit institution in the form of the limited liability company or additional liability company connected with increase in its authorized capital if from acceptance date territorial office of the Bank of Russia (Department of licensing of activities and financial improvement of credit institutions of the Bank of Russia) of the decision on issue to the legal entity of prior consent of the Bank of Russia according to the Instruction of the Bank of Russia N 130-I, to payment date it shares (shares) of credit institution there passed less than three months;

1.6.3. in case of share acquisition (shares) of credit institution in the secondary market, except as specified, when receipt of prior consent of the Bank of Russia according to the Instruction of the Bank of Russia N 130-I, and also realization of the shares acquired at participants by credit institution in the form of limited liability company or additional liability company is required.

1.7. Assessment of financial position of the legal entity is performed taking into account the terms established by the Federal Laws and regulations of the Bank of Russia:

decision makings about state registration of the credit institution created by organization and licensing for banking operations;

decision makings about issue of prior consent of the Bank of Russia according to the Instruction of the Bank of Russia No. 130-I;

decision makings about state registration of the changes made to constituent documents of credit institution connected with increase in its authorized capital and also in connection with realization of the shares acquired at participants by credit institution in the form of limited liability company or additional liability company;

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