PROVISION OF CENTRAL BANK OF THE RUSSIAN FEDERATION

of February 18, 2014 No. 415-P

About procedure and criteria for evaluation of financial position of legal entities - the founders (participants) of credit institution and legal entities making the transactions directed to share acquisition (shares) of credit institution and (or) to establishment of control concerning shareholders (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; 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; No. 15, Art. 1447; 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. 6728, 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, the Art. 5036) 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; 2003, №2, of Art. 157; No. 52, Art. 5032; 2004, No. 27, Art. 2711; No. 31, Art. 3233; 2005, No. 25, Art. 2426; No. 30, Art. 3101; 2006, No. 19, Art. 2061; No. 25, Art. 2648; 2007, No. 1, Art. 9, Art. 10; No. 10, Art. 1151; No. 18, Art. 2117; 2008, No. 42, Art. 4696, Art. 4699; No. 44, Art. 4982; No. 52, Art. 6229, Art. 6231; 2009, No. 1, Art. 25; No. 29, Art. 3629; No. 48, Art. 5731; 2010, No. 45, Art. 5756; 2011, No. 7, Art. 907; No. 27, Art. 3873; No. 43, Art. 5973; No. 48, Art. 6728; 2012, No. 50, Art. 6954; No. 53, Art. 7591, Art. 7607; 2013, No. 11, Art. 1076; No. 14, Art. 1649; No. 19, Art. 2329; No. 27, Art. 3438, Art. 3476, Art. 3477; No. 30, Art. 4084; No. 52, of the Art. 6975) (further - the Federal Law "About the Central Bank Russian Federation (Bank of Russia)") establishes procedure and criteria for evaluation of financial position of legal entities - the founders (participants) of credit institution, legal entities making (made) transaction (transactions) directed (directed) to share acquisition (shares) of credit institution and (or) to establishment of control concerning shareholders (participants) of credit institution and also persons exercising control concerning shareholders (participants) of credit institution.

Chapter 1. General provisions

1.1. This Provision extends to the legal entity who solely or as a part of group of persons as a result of implementation of one transaction or several transactions acquires (acquired) shares (shares) of credit institution and (or) establishes (established) direct or indirect (through the third parties) control concerning shareholders (participants) of credit institution owning more than 10 percent of shares (share) of credit institution (further - establishment of control concerning shareholders (participants) of credit institution), and (or) the legal entity who provided the petition for evaluating financial position according to Item 2.3 of this provision (further - the legal entity).

1.2. This Provision also extends to the mutual investment funds and other forms of property trust management (property) having the right to acquire shares (shares) of credit institution in structure of assets (property).

1.3. The financial position of the legal entity is recognized satisfactory:

on condition of observance of requirements to sufficiency at the legal entity acquiring (acquired) shares (shares) of credit institution, net assets (own means) corrected according to the procedure, determined by this Provision (further - the corrected net assets (own means), and in case of absence in the established cases of others provided by this Provision, the bases for recognition of its financial position unsatisfactory;

in the absence of the bases for recognition provided by this Provision unsatisfactory financial position of persons specified in paragraphs the second - pole of Item 2.1 of this provision, and also on condition of observance by these persons and the legal entity, acquiring (acquired) shares (shares) of credit institution, requirements to sufficiency corrected net assets (own means) established by this Provision;

on condition of observance by persons establishing (established) solely or as a part of group of persons control concerning the shareholders (participants) of credit institution, requirements to sufficiency of the corrected net assets (own means, property), and also in the absence of others provided by this Provision, the bases for recognition of financial position of these persons unsatisfactory.

1.4. Assessment of financial position of the legal entity is carried out in the following procedure:

if supervision of activities of credit institution is exercised by territorial office of the Bank of Russia or Head department of the Bank of Russia across Central Federal District Moscow - territorial office of the Bank of Russia or Head department of the Bank of Russia across Central Federal District Moscow (further - territorial office of the Bank of Russia);

if supervision of activities of credit institution is exercised by Department of supervision of systemically significant credit institutions of the Bank of Russia - Department of supervision of systemically significant credit institutions of the Bank of Russia;

in cases when according to the Instruction of the Bank of Russia of October 25, 2013 No. 146-I "About procedure for receipt of consent of the Bank of Russia to share acquisition (shares) of credit institution", registered by the Ministry of Justice of the Russian Federation on December 27, 2013 No. 30885 ("the Bulletin of the Bank of Russia" of January 22, 2014 No. 8), documents for receipt of prior consent or the subsequent consent of the Bank of Russia to transaction (transactions), directed (directed) on share acquisition (shares) of credit institution and (or) to establishment of control concerning shareholders (participants) of credit institution (further - prior consent or the subsequent consent of the Bank of Russia), are represented to Department of the admission and termination of activities of the financial organizations of the Bank of Russia - Department of the admission and termination of activities of the financial organizations of the Bank of Russia.

1.5. Assessment of financial position territorial office of the Bank of Russia (Department of supervision of systemically significant credit institutions of the Bank of Russia) is carried out in the relation:

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

the legal entity who solely petitions for receipt of prior consent or the subsequent consent of the Bank of Russia to acquisition more than 10 percent of shares (shares) of credit institution and (or) on establishment of control concerning shareholders (participants) of credit institution or is part of the group of persons petitioning for receipt of prior consent or the subsequent consent of the Bank of Russia to acquisition more than 10 percent of shares (shares) of credit institution and (or) on establishment of control concerning shareholders (participants) (except for the case specified in paragraph four of Item 1.4 of this provision);

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, including the legal entity acquiring up to five percent of shares (shares) of credit institution (inclusive) (taking into account earlier acquired) if there is stipulated in Item 1.6 this provision no conclusion of credit institution about compliance of its financial position to the requirements established by this Provision (further - the conclusion of credit institution);

the legal entity, information on whom is subject to reflection in forms of the reporting 0409051 "The list of affiliates" and 0409052 "The list of the affiliates belonging to group of persons to which the credit institution belongs", established by appendix 1 to the Instruction of the Bank of Russia of November 12, 2009 No. 2332-U "About the list, forms and procedure for creation and representation of forms of the reporting of credit institutions in the Central bank of the Russian Federation", to No. registered by the Ministry of Justice of the Russian Federation on December 16, 2009 15615, on June 18, 2010 No. 17590, on December 22, 2010 No. 19313, on June 20, 2011 No. 21060, on December 16, 2011 No. 22650, on July 10, 2012 No. 24863, on September 20, 2012 No. 25499, on December 20, 2012 No. 26203, on March 29, 2013 No. 27926, on June 14, 2013 No. 28809, on December 11, 2013 No. 30579 ("The bulletin of the Bank of Russia of December 25, 2009 No. 75 - 76, of June 25, 2010 No. 35, of December 28, 2010 No. 72, of June 28, 2011 No. 34, of December 23, 2011 No. 73, of July 19, 2012 No. 41, of September 26, 2012 No. 58, of December 27, 2012 No. 76, of March 30, 2013 No. 20, of June 25, 2013 No. 34, of December 28, 2013 No. 79 - 80) (further - the Instruction of the Bank of Russia No. 2332-U), its authorized capital acquiring shares (shares) of credit institution in case of increase (irrespective of the size of the acquired shares (shares) (further - the affiliate of credit institution);

the legal entity in case of acquisition they to one percent of shares (shares) of credit institution (inclusive) (taking into account earlier acquired) in case of increase in the authorized capital of credit institution if the cost of the acquired shares or contribution cost (additional contribution) exceeds twenty million rubles and do not have the conclusion of credit institution. 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; the cost of share of the credit institution operating in the form of limited liability company is determined proceeding from share sales price.

1.6. Assessment of financial position of the legal entity specified in paragraph four of Item 1.5 of this provision in case of acquisition by it to five percent of shares (shares) of credit institution (inclusive) (taking into account earlier acquired), and also the legal entity specified in paragraph six of Item 1.5 of this provision 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 (Department of supervision of systemically significant credit institutions of the Bank of Russia) the conclusion of credit institution is submitted. Documents based on which the credit institution performed assessment of financial position of the legal entity are not represented to territorial office of the Bank of Russia (Department of supervision of systemically significant credit institutions 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 (Department of supervision of systemically significant credit institutions of the Bank of Russia) is not carried out.

The credit institution can carry out assessment of financial position also concerning persons specified in Item 1.5 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 supervision of systemically significant credit institutions of the Bank of Russia) 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.

1.7. Assessment of financial position of the legal entity is not carried out in the following cases.

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

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

if the legal entity enters group of persons which petitions for receipt of prior consent or the subsequent consent of the Bank of Russia;

share acquisition (shares) by the affiliate of credit institution;

if the cost of the shares acquired by the legal entity or shares in case of increase in the authorized capital of credit institution exceeds twenty million rubles.

1.7.2. Irrespective of the size of the acquired shares (shares) of credit institution in the following cases:

in case of increase in the authorized capital of credit institution at the expense of its property (own means);

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 the charter of credit institution in the form of limited liability company connected with increase in its authorized capital if from acceptance date territorial office of the Bank of Russia (Department of supervision of systemically significant credit institutions of the Bank of Russia or Department of the admission and termination of activities of the financial organizations of the Bank of Russia) of the decision on issue to the legal entity of prior consent of the Bank of Russia to payment date it shares (shares) of credit institution there passed less than three months or if increase in the authorized capital of credit institution resulted from exchange or converting of requirements of creditors on the subordinated credits (deposits, loans, bonded loans) (further - subordinated tools), including requirements for unpaid interests for subordinated tools, and also requirements for financial sanctions for non-execution of obligations for subordinated tools (further - requirements of creditors for subordinated tools), on ordinary shares (shares) of credit institution in the cases provided by part six of article 25.1 of the Federal law "About Banks and Banking Activity";

in case of share acquisition (shares) of credit institution in the secondary market, except as specified, when receipt of prior consent or the subsequent consent of the Bank of Russia is required;

in case of receipt of shares (shares) of credit institution in trust management according to the property trust management agreement;

in case of distribution according to the decision of general meeting of members of the belonging credit institution operating in the form of limited liability company, share in the authorized capital of the credit institution which is earlier acquired at participants between participants it is pro rata to their shares in the authorized capital of credit institution;

when checking legitimacy of payment of the shares of credit institution in the form of joint-stock company the legal entity who acquired more than 10 percent of shares placed at the organized biddings if from acceptance date territorial office of the Bank of Russia (Department of supervision of systemically significant credit institutions of the Bank of Russia or Department of the admission and termination of activities of the financial organizations of the Bank of Russia) of the decision on issue to the specified legal entity of prior consent or the subsequent consent of the Bank of Russia to payment date it shares of credit institution there passed less than three months and such credit institution the notification on results of release (additional) share issue is directed.

1.8. In case of the direction credit institution in the form of joint-stock company of the notification on release results (additional release) of shares territorial office of the Bank of Russia (Department of supervision of systemically significant credit institutions of the Bank of Russia) in case of decision making about state registration of the changes made to the charter of credit institution in the form of joint-stock company connected with increase in its authorized capital in the terms established by the Instruction of the Bank of Russia of April 2, 2010 No. 135-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" registered by the Ministry of Justice of the Russian Federation on April 22, 2010 No. 16965, on December 17, 2010 No. 19217, on June 15, 2011 No. 21033, on September 22, 2011 No. 21869, on December 16, 2011 No. 22645, on November 5, 2013 No. 30308, on December 25, 2013 No. 30818 ("the Bulletin of the Bank of Russia" of April 30, 2010 No. 23, of December 30, 2010 No. 73, of June 22, 2011 No. 33, of September 28, 2011 No. 54, of December 21, 2011 No. 72, of November 13, 2013 No. 61, of January 20, 2014 No. 5 - 6) (further - the Instruction of the Bank of Russia No. 135-I), based on documents of the legal entity - the shareholder, provided according to this Provision, carries out assessment of financial position and prepares the conclusion about compliance of its financial position to the requirements established by this Provision. If by results of such assessment the financial position is recognized unsatisfactory, including in connection with establishment of insufficiency of the corrected net assets (own means) for share acquisition of credit institution, the territorial office of the Bank of Russia (Department of supervision of systemically significant credit institutions of the Bank of Russia) uses the specified conclusion for the purpose of implementation of the current supervision of activities of credit institution, including for acceptance of the stipulated by the legislation measures of the Russian Federation directed to elimination

the allowed violations, and also for the purposes of control and acceptance of stipulated by the legislation measures of the Russian Federation concerning the legal entities who broke procedure for share acquisition of credit institution.

1.9. Requirements of this provision do not extend to cases of acquisition of shares (shares) of participating banks of deposit insurance system by the "Deposit Insurance Agency" state corporation according to part 6 of article 15 of the Federal Law of December 23, 2003 No. 177-FZ "About deposit insurance in banks of the Russian Federation" (The Russian Federation Code, 2003, No. 52, Art. 5029; 2004, No. 34, Art. 3521; 2005, No. 1, Art. 23; No. 43, Art. 4351; 2006, No. 31, Art. 3449; 2007, No. 12, Art. 1350; 2008, No. 42, Art. 4699; No. 52, Art. 6225; 2011, No. 1, Art. 49; No. 27, Art. 3873; No. 29, Art. 4262; No. 49, Art. 7059; 2013, No. 19, Art. 2308; No. 27, Art. 3438; No. 49, Art. 6336; No. 52, Art. 6975; 2014, No. 14, Art. 1533; No. 30, Art. 4219; No. 52, Art. 7543; 2015, No. 1, Art. 4, Art. 14; No. 27, Art. 3958; No. 29, Art. 4355).

1.10. The powers of structural divisions of the Bank of Russia provided by this Provision are also performed by Department of the admission and termination of activities of the financial organizations of the Bank of Russia (including the centers of the admission of the financial organizations entering into its structure).

Territorial offices of the Bank of Russia perform the powers provided by this Provision before acceptance by the Chairman of the Bank of Russia of the decision on their termination.

Chapter 2. Persons representing the petition for evaluating their financial position for acquisition by the legal entity of shares (shares) of credit institution and (or) establishment of control concerning shareholders (participants) of credit institution group of persons

2.1. If the legal entity solely or as a part of group of persons intends to make (made) the transaction (transactions) directed (directed) to share acquisition (shares) of credit institution, assessment of financial position can be carried out concerning the following persons:

the legal entity owning more than 50 percent of voting shares or shares in the authorized capital of the legal entity, acquiring shares (shares) of credit institution, or the legal entity who is the shareholder (participant) of credit institution in the absence of other shareholders (participants) owning more than 20 percent of voting shares or shares in the authorized capital of these legal entities;

the legal entity owning more than 50 percent of votes on general meeting of participants in cases when the charter of the legal entity acquiring shares (shares) of credit institution, or the legal entity who is the member of credit institution establishes disproportionate procedure for determination of poll of his participants, in the absence of other participants owning more than 20 percent of votes on general meeting of members of these legal entities;

Disclaimer! This text was translated by AI translator and is not a valid juridical document. No warranty. No claim. More info