INSTRUCTION OF CENTRAL BANK OF THE RUSSIAN FEDERATION

of October 25, 2013 No. 3101-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. 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 ("the Bulletin of the Bank of Russia" of October 17, 2012 No. 61), the following changes.

1.1. In Item 1.5 of the word of "deputy managers, the chief accountant, deputies" to exclude.

1.2. The first offer of the paragraph of third Item 2.1 to state in the following edition: "The Bank of Russia has the right to perform activities of the reorganized credit institution.".

1.3. In Item 2.6:

paragraph two after the word to "requirements" to add with the words "and to requirements to goodwill";

the third and fourth to state paragraphs in the following edition:

"the written message (signed by the authorized person of the reorganized credit institution, which signature is sealed it) containing the list of persons who before reorganization were board members (supervisory board) of the reorganized credit institutions and which after completion of reorganization will be board members (supervisory board) of "Credit institution", confirmation of their compliance to requirements, the stipulated in Clause 16 Federal Laws "About Banks and Banking Activity", and also (in case of change of biographical particulars) the questionnaire provided by the regulation of the Bank of Russia determining evaluation procedure of compliance to qualification requirements and requirements to goodwill of persons specified in article 11.1 of the Federal law "About Banks and Banking Activity" and article 60 of the Federal law "About the Central Bank Russian Federation (Bank of Russia)" completed taking into account the happened changes. If at general meeting of shareholders (participants) of reorganized

credit institution on which the decision on reorganization was made the decision on election of new faces to positions of board members (supervisory board) of "Credit institution" was also made, concerning these persons the documents provided by the specified regulation of the Bank of Russia for assessment of conformity of their goodwill to requirements established by the Federal Law "About Banks and Banking Activity" shall be directed;

documents for review new candidates for positions of heads (sole executive body, his deputies, members of collegiate executive body), the chief accountant and the deputy chief accountants of "Credit institution" provided by the regulation of the Bank of Russia determining evaluation procedure of compliance to qualification requirements and requirements to goodwill of persons specified in article 11.1 of the Federal law "About Banks and Banking Activity" and article 60 of the Federal law "About the Central Bank Russian Federation (Bank of Russia)"; at the same time the document confirming adoption of the relevant decision by authorized body of management of "Credit institution" goes to territorial office of the Bank of Russia on the expected location of "Credit institution" no later than five working days after closing day of general (joint general) meetings (decision making);";

the tenth after the words "considers them" to add the paragraph with words "(taking into account requirements of the regulation of the Bank of Russia determining evaluation procedure of compliance to qualification requirements and requirements to goodwill of persons specified in article 11.1 of the Federal law "About Banks and Banking Activity" and article 60 of the Federal law "About the Central Bank Russian Federation (Bank of Russia)")";

the paragraph the eleventh after words "accountants of "Credit institution"," to add with the words "concerning compliance of newly elected board members (supervisory board) of "Credit institution" to requirements, stipulated in Clause 16 Federal Laws "About Banks and Banking Activity"";

the paragraph the twelfth after words "accountants of "Credit institution"," to add with the words "about compliance of newly elected board members (supervisory board) of "Credit institution" to requirements, stipulated in Clause 16 Federal Laws "About Banks and Banking Activity"";

add with the paragraph of the following content:

"In case of reorganization of credit institution, supervision of which activities is exercised by authorized structural division of central office of the Bank of Russia, documents provided by paragraphs the second - the fourth this Item, go to authorized structural division of central office of the Bank of Russia. The actions provided by paragraphs the ninth - the twelfth this Item, are performed by authorized structural division of central office of the Bank of Russia.".

1.4. In Item 2.7:

paragraphs two and third to state in the following edition:

"the written message (signed by the authorized person of the reorganized credit institution, which signature is sealed it) containing the list of persons who before reorganization held positions of heads (sole executive body, his deputies, members of collegiate executive body), the chief accountant, deputy chief accountants of the reorganized credit institution (the head, the chief accountant of its branch) and which after completion of reorganization will hold positions of the head, chief accountant of the branch of "Credit institution" opened on the basis of (attached) credit institution (its branch) reorganized in the form of merge, confirmation of their compliance to requirements, the established Federal Law "About Banks and Banking Activity", and also (in case of change of biographical particulars) completed taking into account occurred changes the questionnaire provided by the regulation of the Bank of Russia to the qualification requirements and requirements to goodwill of persons specified in article 11.1 of the Federal law "About Banks and Banking Activity" and article 60 of the Federal law "About the Central Bank Russian Federation (Bank of Russia)" determining evaluation procedure of compliance;

documents for review new candidates for the positions of the head and the chief accountant of branch of "Credit institution" provided by the regulation of the Bank of Russia determining evaluation procedure of compliance to qualification requirements and requirements to goodwill of persons specified in article 11.1 of the Federal law "About Banks and Banking Activity" and article 60 of the Federal law "About the Central Bank Russian Federation (Bank of Russia)"; at the same time the document confirming adoption of the relevant decision by authorized body of management of "Credit institution" goes to territorial office of the Bank of Russia no later than five working days after closing day of general (joint general) meetings (decision making);";

the fifth after the words "considers them" to add the paragraph with words "(taking into account requirements of the regulation of the Bank of Russia determining evaluation procedure of compliance to qualification requirements and requirements to goodwill of persons specified in article 11.1 of the Federal law "About Banks and Banking Activity" and article 60 of the Federal law "About the Central Bank Russian Federation (Bank of Russia)")"; to exclude words of "the deputy manager, the chief accountant, the deputy".

1.5. In subitem 3.2.2 of Item 3.2:

word in paragraph three of "certificates on state registration of "Credit institution" and on entering into the Unified State Register of Legal Entities of records about the termination of activities of the reorganized credit institutions" shall be replaced with words "the documents confirming the fact of entering of the corresponding records into the Unified State Register of Legal Entities"; after the word of the "certificates" "mentioned" the word to replace with the word of "documents"; add with words "; if in case of submission of documents electronically "Credit institution" petitioned for receipt of copies of the documents confirming the fact of entering of the corresponding records into the Unified State Register of Legal Entities, on paper is indicated the need of the direction of such copies along with documents electronically";

add with paragraphs of the following content:

"If the credit institution, supervision of which activities is exercised by authorized structural division of central office of the Bank of Russia, participates in reorganization:

in case of the direction in authorized registering body of the documents mentioned in paragraph three of this subitem it is indicated the need of the direction by this body of the relevant documents directly in the Bank of Russia (Department of licensing of activities and financial improvement of credit institutions);

in case of the direction of credit institution of the message mentioned in paragraph four of this subitem it is indicated the need of the direction provided by the specified subitem of the written confirmation in Department of licensing of activities and financial improvement of credit institutions and authorized structural division of central office of the Bank of Russia.".

1.6. In paragraph four of Item 3.3 of the word of "certificates on state registration of "Credit institution" and on entering into the Unified State Register of Legal Entities of records about the termination of activities of the reorganized credit institutions" shall be replaced with words "the documents confirming the fact of entering of the corresponding records into the Unified State Register of Legal Entities"; after the word "mentioned" to replace the word "certificates" with the word "documents".

1.7. In Item 3.4:

the paragraph one to add with words "(from authorized registering body of the documents specified in paragraph three of subitem 3.2.2 of Item 3.2 of this provision)";

add with subitem 3.4.1 of the following content:

"3.4.1. If the credit institution, supervision of which activities is exercised by authorized structural division of central office of the Bank of Russia, participates in reorganization:

the message specified in paragraph four of this Item goes also to authorized structural division of central office of the Bank of Russia, to territorial office of the Bank of Russia on the location of the reorganized credit institution (if supervision of activities of such credit institution is not exercised by authorized structural division of central office of the Bank of Russia), territorial offices of the Bank of Russia on the location of branches of the reorganized credit institutions, to "Credit institution" and to the reorganized credit institutions. Copies of the documents confirming the fact of entering of the corresponding records into the Unified State Register of Legal Entities are attached to the message sent to territorial offices of the Bank of Russia on the location of the reorganized credit institutions (their branches). In case of submission of documents for state registration electronically the mentioned documents go electronically;

the documents listed in paragraph five of this Item and also the documents confirming the fact of entering into the Unified State Register of Legal Entities of the corresponding records go to territorial office of the Bank of Russia on the location of "Credit institution".

The documents specified in paragraph three of this subitem can be sent by Department of licensing of activities and financial improvement of credit institutions to "Credit institution" (are issued on receipt to the authorized person of "Credit institution") on condition of submission of certificates of the Bank of Russia on 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.

If documents for state registration are submitted electronically, the documents specified in paragraph four of this subitem go "Credit institution" in accordance with the established procedure electronically. If in case of submission of documents electronically the credit institution petitioned for receipt of copy of the charter on paper with mark of authorized registering body, such copy goes to "Credit institution" (it is issued on receipt to the authorized person of "Credit institution"). If in case of submission of documents electronically the credit institution petitioned for receipt of copies of the documents confirming the fact of entering of the corresponding records into the Unified State Register of Legal Entities, on paper such copies go to "Credit institution" (are issued on receipt to the authorized person of "Credit institution").

The license for attraction in deposits of money of physical persons in rubles or the license for attraction in deposits of money of physical persons in rubles and foreign currency is issued to "Credit institution" (if 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 assumes provision of the specified license) on condition of submission to Department of licensing of activities and financial improvement of credit institutions of the written confirmation provided by the paragraph the fourth subitem 3.2.2 of Item 3.2 of this provision.".

1.8. In Item 3.5:

paragraph two and third to state in the following edition:

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

originals of 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;";

to add the paragraph of the seventh with words ", and also (if the credit institution, supervision of which activities is exercised by authorized structural division of central office of the Bank of Russia) the notification on opening of the branches of "Credit institution" opened on the basis of the reorganized credit institutions and their branches, and the notification on opening of internal structural divisions - in territorial offices of the Bank of Russia according to the procedure, established by the Instruction of the Bank of Russia No. 135-I, and also one copy of regulations on the branch of "Credit institution" opened on the basis of the reorganized credit institution (its branch) - in territorial office of the Bank of Russia on the location of such branch participates in reorganization";

to state the paragraph of the eighth in the following edition:

"If documents for state registration are submitted electronically, the documents specified in paragraphs the second, third and fifth this Item go "Credit institution" in accordance with the established procedure electronically. If in case of submission of documents electronically the credit institution petitioned for receipt of copy of the charter on paper with mark of authorized registering body, such copy goes to "Credit institution" (it is issued on receipt to the authorized person of "Credit institution"). If in case of submission of documents electronically the credit institution petitioned for receipt of copies of the documents confirming the fact of entering of the corresponding records into the Unified State Register of Legal Entities, on paper such copies go to "Credit institution" (are issued on receipt to the authorized person of "Credit institution")".

1.9. In Item 3.6:

in paragraph one of the word "in Item 3.3 and in paragraphs five and Item 3.4 pole" shall be replaced with words "in Items 3.3 - 3.5";

the first offer of the paragraph of the eighth subitem 3.6.1 to state in the following edition: "The application shall be signed by the sole executive body of "Credit institution" or person who is holding other position in credit institution and having the order right the money which is on the accounts of credit institution opened in the Bank of Russia, the approved Bank of Russia according to the procedure provided by the Federal Law "About Banks and Banking Activity".".

1.10. Third Item 3.7 to state the paragraph in the following edition:

"fulfillment of requirements, established by the Federal Law "About Banks and Banking Activity", shown to the board members (supervisory board) of credit institution and persons holding positions of heads (sole executive body, his deputies, members of collegiate executive body), the chief accountant and deputy chief accountants;".

1.11. State Items 4.1 and 4.2 in the following edition:

"4.1. For state registration of the changes made to the charter (the charter in the new edition) "Credit institution" (except for the changes connected with change of the size of the authorized capital in connection with reorganization), and receipts of the new license for banking operations (if "Credit institution" petitions for issue to it of the new license for banking operations) go to the Bank of Russia (Department of licensing of activities and financial improvement of credit institutions) the documents provided by the Instruction of the Bank of Russia No. 135-I (except for the documents which are earlier directed according to Item 2.5 of this provision according to which notes were absent).

The documents specified in paragraph one of this Item go within thirty calendar days from the date of holding general shareholder meeting of the last from the reorganized credit institutions in the form of joint-stock company on which the decision on reorganization was made (joint general meeting of members of the reorganized credit institutions in the form of limited liability company or additional liability company).

State registration of the changes made to the charter of "Credit institution" and connected with change of the size of its authorized capital in connection with reorganization is performed according to the procedure, established by the Instruction of the Bank of Russia No. 135-I, after receipt of documents by "Credit institution", stipulated in Item 4.4 (item 4. 5) this provision.

The Bank of Russia (Department of licensing of activities and financial improvement of credit institutions) issues (directs) the written confirmation of receipt of the documents specified in paragraph one of this Item.

4.2. The Bank of Russia considers the documents submitted according to Item 4.1 of this provision, in time no more than one month from the date of their obtaining.

4.2.1. The Bank of Russia on condition of compliance of the submitted documents to the requirements established by the Federal Laws, lack of the bases provided by part eight of article 23 of the Federal law "About Banks and Banking Activity" makes decisions on state registration of the attached credit institution in connection with the termination of its activities and on state registration of the changes made to the charter (the charter in the new edition) "Credit institution", and also the decision on issue of the license for banking operations to it (if "Credit institution" petitions for issue to it of the new license for banking operations).

4.2.2. Within three working days from acceptance date of the decisions specified in subitem 4.2.1 of this Item, the Bank of Russia (Department of licensing of activities and financial improvement of credit institutions) directs:

in 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" - 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 directly in territorial office of the Bank of Russia on the location of "Credit institution"; if documents for state registration were submitted electronically, is indicated the need of the direction in territorial office of the Bank of Russia on the location of "Credit institution" instead of the documents confirming the fact of entering into the Unified State Register of Legal Entities of the corresponding records, and also the changes made to the charter (the charter in the new edition), with mark of authorized registering body - the mentioned documents electronically, and also the changes made to the charter (the charter in the new edition), electronically, signed by the digital signature of this body; if in case of submission of documents electronically the credit institution petitioned for receipt of copy of the changes made to the charter (the charter in the new edition), on paper with mark of authorized registering body, is indicated the need of the direction of such copy in territorial office of the Bank of Russia along with the changes made to the charter (the charter in the new edition), electronically;

each of the reorganized credit institutions by means of the communication providing operational receipt of information - the message on need of disclosure to the unrestricted group of people of information on persons rendering essential (direct or indirect) influence on the decisions made by governing bodies of credit institution (if from the date of state registration of the reorganized credit institutions there passed less than two years and "Credit institution" petitions for issue of the license for attraction to it in deposits of money of physical persons in rubles or the license for attraction in deposits of money of physical persons in rubles and foreign currency); disclosure of such information and the direction in territorial office of the Bank of Russia on the location of "Credit institution" of the written confirmation about disclosure of information are performed according to the procedure, established by the Instruction of the Bank of Russia No. 1379-U;

in Summary economic department, Department of regulation of calculations and Department of providing and control of transactions in the financial markets - information on the direction of the documents provided by the paragraph third this subitem in authorized registering body.

4.2.3. If the credit institution, supervision of which activities is exercised by authorized structural division of central office of the Bank of Russia, participates in reorganization:

in case of the direction in authorized registering body of the documents mentioned in the paragraph the second subitem 4.2.2 of Item 4.2 of this provision it is indicated the need of the direction by this body of the relevant documents directly in the Bank of Russia (Department of licensing of activities and financial improvement of credit institutions);

in case of the direction of credit institution of the message mentioned in paragraph three of subitem 4.2.2 of Item 4.2 of this provision it is indicated the need of the direction of the written confirmation provided by this subitem in Department of licensing of activities and financial improvement of credit institutions and authorized structural division of central office of the Bank of Russia.".

1.12. In paragraph four of Item 4.3 of the word "certificates on state registration of the changes made to the charter (the charter in the new edition) "Credit institution", and about entering into the Unified State Register of Legal Entities of records about the termination of activities of the attached credit institutions" shall be replaced with words "the documents confirming the fact of entering of the corresponding records into the Unified State Register of Legal Entities"; after the word "mentioned" to replace the word "certificates" with the word "documents".

1.13. In Item 4.4:

the paragraph one to add 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)";

add with subitem 4.4.1 of the following content:

"4.4.1. If the credit institution, supervision of which activities is exercised by authorized structural division of central office of the Bank of Russia, participates in reorganization:

the written message specified in paragraph four of this Item goes also to authorized structural division of central office of the Bank of Russia, to territorial office of the Bank of Russia on the location of the reorganized credit institution (if supervision of activities of such credit institution is not exercised by authorized structural division of central office of the Bank of Russia), territorial offices of the Bank of Russia on the location of branches of the reorganized credit institutions, to "Credit institution" and to the reorganized credit institutions. Copies of the documents confirming the fact of entering of the corresponding records into the Unified State Register of Legal Entities are attached to the written message sent to territorial offices of the Bank of Russia on the location of the attached credit institutions (their branches). In case of submission of documents for state registration electronically the mentioned documents go electronically;

the documents listed in paragraph five of this Item and the documents confirming the fact of entering into the Unified State Register of Legal Entities of the corresponding records go to territorial office of the Bank of Russia on the location of "Credit institution".

The documents specified in paragraph three of this subitem can be sent by Department of licensing of activities and financial improvement of credit institutions to "Credit institution" (are issued on receipt to the authorized person of "Credit institution") on condition of submission of certificates of the Bank of Russia on state registration of the attached credit institutions (in case of their availability) and 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 made the decision on it), and licenses for banking operations, on the basis of the whom the attached credit institutions acted before reorganization.

If documents for state registration are submitted electronically, the documents specified in paragraph four of this subitem go "Credit institution" in accordance with the established procedure electronically. If in case of submission of documents electronically the credit institution petitioned for receipt of copy of the changes made to the charter (the charter in the new edition), on paper with mark of authorized registering body, such copy goes to "Credit institution" (it is issued on receipt to the authorized person of "Credit institution"). If in case of submission of documents electronically the credit institution petitioned for receipt of copies of the documents confirming the fact of entering of the corresponding records into the Unified State Register of Legal Entities, on paper such copies go to "Credit institution" (are issued on receipt to the authorized person of "Credit institution").

The license for attraction in deposits of money of physical persons in rubles or the license for attraction in deposits of money of physical persons in rubles and foreign currency is issued to "Credit institution" (if from the date of state registration of the reorganized credit institutions there passed less than two years and the petition for state registration of the changes made to the charter (the charter in the new edition) "Credit institution", and issue of the license for banking operations to it assumes provision of the specified license) on condition of submission to Department of licensing of activities and financial improvement of credit institutions of the written confirmation provided by the paragraph third subitem 4.2.2 of Item 4.2 of this provision.".

1.14. In Item 4.5:

paragraphs two and third to state in the following edition:

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

originals of 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;";

to add the paragraph of the sixth with words ", and also (if the credit institution, supervision of which activities is exercised by authorized structural division of central office of the Bank of Russia) the notification on opening of the branches of "Credit institution" opened on the basis of the reorganized credit institutions and their branches, and the notification on opening of internal structural divisions - in territorial offices of the Bank of Russia according to the procedure, established by the Instruction of the Bank of Russia No. 135-I, and also one copy of regulations on the branch of "Credit institution" opened on the basis of the reorganized credit institution (its branch) - in territorial office of the Bank of Russia on the location of such branch participates in reorganization";

to state the paragraph of the seventh in the following edition:

"If documents for state registration are submitted electronically, the documents specified in paragraphs the second - the fourth this Item, go "Credit institution" in accordance with the established procedure electronically. If in case of submission of documents electronically the credit institution petitioned for receipt of copy of the changes made to the charter (the charter in the new edition), on paper with mark of authorized registering body, such copy goes to "Credit institution" (it is issued on receipt to the authorized person of "Credit institution"). If in case of submission of documents electronically the credit institution petitioned for receipt of copies of the documents confirming the fact of entering of the corresponding records into the Unified State Register of Legal Entities, on paper such copies go to "Credit institution" (are issued on receipt to the authorized person of "Credit institution")".

1.15. In paragraph one of Item 4.6 of the word "in item 4. Paragraphs the fifth and sixth Item 4.4" shall be replaced with words 3, "in Items 4.3 - 4.5".

1.16. The fourth Item 4.7 to state the paragraph in the following edition:

"fulfillment of requirements, established by the Federal Law "About Banks and Banking Activity", shown to the board members (supervisory board) of credit institution and persons holding positions of heads (sole executive body, his deputies, members of collegiate executive body), the chief accountant and deputy chief accountants;".

2. 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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