RESOLUTION OF BOARD OF THE NATIONAL BANK OF UKRAINE

of September 8, 2011 No. 306

About approval of some regulatory legal acts of the National Bank of Ukraine

According to the Laws of Ukraine "About the National Bank of Ukraine", "About banks and banking activity", "About state registration of legal entities and physical persons of entrepreneurs", for the purpose of enhancement of procedure for creation and registration of banks, licensing of their activities, opening of separate divisions of Board of the National Bank of Ukraine by banks DECIDES:

1. Approve Regulations on order of registration and licensing of banks, opening of separate divisions (further - Regulations on registration) which is applied.

2.

3. Recognize invalid regulatory legal acts of the National Bank of Ukraine according to the list which is attached.

4. To owners of essential participation in bank till 01.12.2011 to provide to bank the information on structure of property for legal entities - according to appendix 2 to the Regulations on structure, for physical persons - according to appendix 3 to the Regulations on structure.

5. To provide to banks in 17.12.2011 to territorial administration of the National Bank of Ukraine on the bank location (banks 1 and 2 of groups, banks 3 and 4 of groups with the location in Kiev and Kiev region file documents of National Bank) data on the structure of property according to appendix 1 to the Regulations on structure and the information provided to banks by owners of essential participation according to requirements of item 4 this resolutions.

6. Banks do not perform payment for renewal of the banking license according to requirements of Item 1 of the Section II "Final provisions" of the Law of Ukraine of February 15, 2011 No. 3024-VI "About introduction of amendments to some laws of Ukraine concerning regulation of activities of banks".

7. (Novikov V. V.) to submit to department of normative and methodological ensuring bank regulation and supervision (Ivanenko N. V.), Legal department this resolution on state registration to the Ministry of Justice of Ukraine.

8. To department of normative and methodological ensuring bank regulation and supervision (Ivanenko N. V.) after state registration in the Ministry of Justice of Ukraine to bring contents of this resolution to the attention of banks of Ukraine for use in work.

9. The resolution becomes effective from the date of its official publication.

10. To impose control of execution of this resolution on the vice-chairman of the National Bank of Ukraine Sorkin I. V., Department of registration, licensing and reorganization of banks (Parkhomenko A. I.) and chiefs of territorial administrations of the National Bank of Ukraine.

Approved by the Resolution of Board of the National Bank of Ukraine of September 8, 2011 No. 306

Regulations on order of registration and licensing of banks, opening of separate divisions

Section I. General provisions

Chapter 1. Introduction provisions

1. This Provision is developed according to requirements of the Law of Ukraine "About banks and banking activity" (further - the Law) for the purpose of determination of procedure and conditions of registration of banks, coordination of their charters and changes to them, coordination of acquisition or increase in essential participation in bank, coordination of appointment and determination of professional suitability and goodwill of heads of bank, features of foundation of national bank, issue of the banking license, determination of requirements concerning the beginning of new type of activity or provision of new type of financial services, procedure for opening of separate divisions of banks in the territory of Ukraine, procedure for opening of subsidiary bank, branch, representative office of the Ukrainian bank in the territory of other state, accreditations of branches, representative offices of foreign banks in the territory of Ukraine of calculation of the amount of participation in bank, assessment of financial position of legal entities and physical persons, which are or intend to become owners of essential participation in bank or are part of ten largest final key participants in structure of property of bank, procedure for the termination of implementation of banking activity without the termination of the legal entity, liquidation of bank according to the decision of its owners.

2. In this Provision the following basic concepts are used:

decisive influence on management or activities of the legal entity - immediate and/or indirect possession by one person independently or together with other persons 50 and more percent of the authorized capital and/or voting power of shares, shares of the legal entity and/or possibility of implementation of such influence, independent of formal ownership, on management or activities of the legal entity;

the legislation concerning financial monitoring - the Law of Ukraine "About prevention and counteraction of legalization (washing) of income gained in the criminal way, to financing of terrorism and distribution of weapons of mass destruction" and the regulatory legal acts adopted according to it;

considerable influence on management or activities of the legal entity - immediate and/or indirect possession by one person independently or together with other persons from 10, but less than 50 percent of the authorized capital and/or voting power of shares, shares of the legal entity or possibility of implementation of such influence, independent of formal ownership, on management or activities of the legal entity;

the bureau of credit histories qualified on nonresidents of Ukraine - all by quantity of the credit stories of bureau of credit histories which are available in the respective country (other subject as which collection enters processing, storage and use of information constituting credit history) which extends the activities to the country which resident is person;

the bureaus of credit histories qualified on residents of Ukraine: First All-Ukrainian bureau of credit histories, Ukrainian bureau of credit histories and International bureau of credit histories;

the final owner of essential participation in bank - physical person, the legal entity in which structure of property there are no other owners of essential participation in bank determined according to the this provision regulations, international financial institution, the public company, the state or territorial community on behalf of the relevant state body or local government body;

committee on questions of supervision - Committee on questions of supervision and regulation of activities of banks, supervision (oversight) of payment systems;

international financial institution - organization with which the Government of Ukraine signed the agreement on cooperation and for which according to the laws of Ukraine privileges and immunities are established;

acquisition of participation in the legal entity - the direct and/or mediated acquisition by one person independently or together with other persons in any method of right of possession shares (shares) of the legal entity or voting powers of shares (shares) of the legal entity. Acquisition of additional participation by person which already has participation in the legal entity is considered increase in such participation;

the investment grade of credit rating - long-term credit rating on the international scale according to obligations in foreign currency is not lower the VVV-level on classification of rating agencies of "Standard & Poor" of s" or "Fitch-Ratings" and the Vaa3 level on classification of rating agency of "Moody" of s Investors Service";

the public company - the foreign legal entity created in the form of public joint stock company which shares are included in stock exchange lists (underwent the procedure of listing) and are admitted to trading in regulated segment of qualified stock exchange. The stock exchange is recognized qualified if:

it is created by the legislation of the member state of the European Union, or

cumulative market capitalization of the companies which shares are included (are admitted) to trading at such exchange, exceeds equivalent of 100 000 000 000 US dollars as of the last month the year preceding year in which the company is recognized public for the purposes of this provision;

The paragraph the fifteenth is excluded according to the Resolution of Board of the National Bank of Ukraine of 26.03.2018 No. 27;

authorized body - body of the state, bank (legal entity) which according to the law, the charter or domestic situations has powers on adoption of relevant decisions or making of the corresponding actions;

the authorized person - the physical person having the right to adoption of relevant decisions or making of the corresponding actions based on the power of attorney (other document which confers such powers);

the financial reporting of legal nonresident person, including the Balance form and report form of the income established by the personal law of this person;

the financial reporting of legal resident person, including form 1 "Balance" ("The report on financial condition"), form 2 "The report on financial results" ("Comprehensive income statement"), the "Cash flow statement" form 3, form 4 "The report on equity" and notes to the financial reporting or "The financial statement of small business entity".

The term "final key participant" is used in the value given in the regulatory legal act of the National Bank of Ukraine relatively about submission of data on structure of property of bank.

Other terms in this Provision are used in the values given in the Law and other laws of Ukraine.

3. Banks, their separate divisions are created according to the Civil code of Ukraine, the Economic code of Ukraine, the Law, the laws of Ukraine "About joint-stock companies", "About state registration of legal entities, physical persons entrepreneurs and public forming" (further - the Law on state registration), legislations Ukraine about cooperation, other acts of the legislation of Ukraine, including regulatory legal acts of the National Bank of Ukraine.

4. The documents submitted to the National Bank of Ukraine (further - National Bank) according to this Provision, shall be stated in Ukrainian and not contain corrections, inaccuracies.

The documents constituted in foreign language for representation to National Bank shall be translated into Ukrainian (authenticity of the signature of the translator makes sure notarially). The documents constituted in foreign language with simultaneous reduction of their text in Ukrainian are not translated into Ukrainian.

Documents which are filed to National Bank by the legal entity are signed by the head or the authorized person of the legal entity.

The documents submitted to National Bank by physical person are signed by physical person or his representative. The power of attorney on right to sign the representative of documents moves in the original or in the copy certified of the procedure established by the legislation.

Along with documents on papers copies of these documents in electronic form are represented to National Bank (further - electronic copies of documents).

Messages and the scanned copies of documents on information inclusion/exception of the State register of banks on the isolated structural divisions of bank and change concerning their activities are represented exclusively in electronic form by e-mail of National Bank.

Electronic copies of documents can be created in the form of files which contain the images of documents scanned from papers.

Scanning from papers of the image of documents is performed taking into account the following requirements:

1) the document is scanned in the file of the PDF format;

2) the scanned copy of each separate document remains as the separate file;

3) the file shall have the short name Latin letters reflecting content and details of the document;

4) the documents containing more than one page are scanned in one file;

5) permission of scanning is not lower than 300 dpi.

Documents in electronic form can be filed on digital carriers or go by e-mail of National Bank (for banks). In case of replacement of documents by consideration of document package by National Bank their electronic copies can be submitted according to the procedure, specified in item 4 of Chapter 1 of the Section I of this provision, or are sent to the e-mail address of the employee of the National Bank responsible for consideration of document package

The bank/applicant has the right not to submit to National Bank the documents determined by this Provision if they moved in National Bank according to requirements of this provision earlier provided that such documents are valid, and information which contains in them is urgent. For accounting of such documents the bank/applicant submits to National Bank the petition for accounting of earlier filed documents in which the list of the relevant documents with indication of their name, date, body or person which issued/issued, information on as a part of what document package such documents were represented to National Bank earlier, and assurances that such documents are valid, and information which in them contains, is urgent is provided. This provision does not concern documents which are issued by state bodies or the specialized organizations and confirm the status of person for certain date, or the documents having the effective period limited to regulatory legal acts.

The National Bank has the right to demand from the bank/applicant of repeated submission of documents which were filed to National Bank earlier if the term of their storage expired, documents are transferred to archival organization or access to them for other reasons is complicated.

The applicant has the right to provide the copy of the document certified of the procedure established by the law or body which issued such document if this Provision does not establish obligations on provision of the original document and/or submission of the document signed personally by the applicant.

The copy of the document, notarized in foreign state, shall be legalized in accordance with the established procedure (if other is not provided by international treaties which consent to be bound is provided by the Verkhovna Rada of Ukraine).

5. The documents specified in this Provision, issued in foreign state have are legalized in accordance with the established procedure if other is not provided by international treaties which consent to be bound is provided by the Verkhovna Rada of Ukraine.

Documents which are issued in foreign state and concern the legal entity which legalization is not provided by international treaties which consent to be bound is provided by the Verkhovna Rada of Ukraine, move National Bank behind the authorized signature.

Documents which are issued in foreign state and concern physical person which legalization is not provided by international treaties which consent to be bound is provided by the Verkhovna Rada of Ukraine, move National Bank signed by physical person or his authorized representative.

The auditor report / conclusion of the auditor / auditing firm (further - the auditor) foreign state, except member states of the European Union, is subject to confirmation by the auditor of Ukraine according to the Law of Ukraine "About auditor activities".

In case of impossibility of observance of the requirements for registration determined by Item 5 of Chapter 1 of the Section I of this provision on documents, issued in foreign state for the reasons independent from the face, the applicant gives reasonable explanations to National Bank. The National Bank has the right to consider the documents issued in foreign state, made without observance of the requirements for registration determined by Item 5 of Chapter 1 of the Section I of this provision if recognizes the applicant's explanations valid and there will be no doubts in authenticity of documents and information stated in them.

6. The authorized person together with the documents submitted by it to National Bank at the same time files the documents confirming it powers. In the power of attorney the amount of powers of the representative on making of necessary actions and signing of the relevant documents is specified representative office of physical person or the legal entity in the relations with National Bank on the questions determined by this Provision. The power of attorney issued by physical person shall be certified of the procedure established by the legislation.

7. The term of consideration of documents is reckoned from date of representation by the applicant of complete document package for consideration of national bank.

The National Bank in pursuance of requirements of the Law has the right to demand from bank, his founders, owners of essential participation in bank, participants (shareholders), persons who intend to acquire/increase essential participation in bank, persons which are part of ten largest final key members of bank, other persons of provision of the additional documents containing information necessary for decision making according to this Provision.

The National Bank has the right to return on completion the document packages specified in this Provision in case of their shortage and/or discrepancy of the submitted documents to requirements of the legislation of Ukraine and regulatory legal acts of National Bank or in case of receipt of the corresponding petition from the bank/applicant.

The National Bank has the right to suspend consideration of the document packages represented according to this Provision in case of identification of circumstances which can influence adoption of the relevant decision by National Bank, before clarification of such circumstances, but no more than for 30 calendar days. The National Bank notifies the applicant on suspension of consideration of document package within five working days from the date of adoption of such decision (the decision is made by the authorized person of National Bank).

The National Bank has the right to extend the term of consideration of document package according to the reasonable petition of the applicant and to establish the term for which consideration term is extended (the decision is made by the authorized person of National Bank).

8. Legal entities and physical persons have no right to be members of bank if it is impossible to establish key participants in structure of their property (for legal entities) and/or sources of means at the expense of which these persons acquire participation in bank.

9. Applicants shall pay to National Bank for the services provided according to this Provision and submit copies of payment documents about introduction of payment for the corresponding service along with giving to National Bank of the corresponding document package. Non-presentation of the copy of the payment document about introduction of service fee, established by National Bank, is the basis for return by National Bank of documents for completion.

The service in this Provision is considered rendered, and the payment for consideration of documents is not subject to return if on the corresponding document packages the National Bank made the decision or if the document package according to the petition of the applicant was returned without consideration.

The list of services for which the payment is levied and the corresponding rates are established by National Bank.

10. The documents determined by this Provision are represented to National Bank.

The decisions provided by this Provision accept Boards of National Bank, Committee on questions of supervision, the authorized person of National Bank.

Letters with messages on the made decisions on the questions determined in this Provision are signed by the authorized person of National Bank.

11. For violation of requirements of this provision to banks, their heads, owners of essential participation corrective actions according to the Law and regulatory legal acts of National Bank which determine procedure for their application are applied.

12. Person is that that performs irrespective of formal ownership considerable influence on management or activities of bank, in particular, if such person can use voting powers from 10, but less than 50 percent of shares (shares) of bank on general meeting at discretion (except cases when in the power of attorney on the right of participation and vote it is determined how the representative shall vote concerning the agenda, or availability of the power of attorney on the right of participation and vote and the separate document in which it is determined how the representative shall vote concerning the agenda).

13. Person is that that performs irrespective of formal ownership decisive influence on management or activities of bank, in particular, if such person can use voting powers 50 percent of shares (shares) of bank on general meeting at discretion (except cases when in the power of attorney on the right of participation and vote it is determined how the representative shall vote concerning the agenda, or availability of the power of attorney on the right of participation and vote and the separate document in which it is determined how the representative shall vote concerning the agenda).

Chapter 2. Determination of goodwill of legal entities and physical persons

14. Signs of lack of faultless goodwill of the legal entity are:

1) lack of faultless goodwill at the member of executive body or council of the legal entity;

2) lack of faultless goodwill at person who is controller of the legal entity;

3) availability of the facts of failure to carry out by person within the last five years of the undertaken obligations on ensuring introduction of means for capitalization of bank;

Violation (non-execution or improper execution) of the obligation of financial nature which amount exceeds 300 000 hryvnias (or equivalent of this foreign currency amount) and the term of violation exceeds 4) 90 calendar days, concerning any bank or other legal entity or physical person within the last three years;

5) improper execution of obligations as the taxpayer and charges;

6) the fact that person was the owner of essential participation in bank as of any date within one year preceding decision making by National Bank

a) response at bank of the banking license according to Item 1 or Item 3 parts two of article 77 of the Law (it is applied within 10 years from the date of adoption of such decision by National Bank);

b) reference of bank to category insolvent in connection with single gross or systematic violation of the legislation by bank in the sphere of the cash address that creates threat to interests of investors or other creditors of bank, or reference of bank to category insolvent on other bases if in the decision of National Bank implementation of risk activities by bank is also determined that creates threat to interests of investors or other creditors of bank (it is applied within 10 years from the date of adoption of such decision by National Bank);

c) reference of bank to category insolvent on the basis, stipulated in Item 1 part one of article 76 of the Law if the decision on reference of bank to category problem which preceded it was accepted in connection with implementation by bank of the risk activities menacing to interests of investors or other creditors of bank (it is applied within 10 years from the date of adoption of such decision by National Bank);

d) reference of bank to category insolvent on other bases, the stipulated in Article 76 Laws (it is applied within three years from the date of adoption of such decision by National Bank);

7) rejection by person who is the owner of essential participation in bank, timely measures for prevention of approach of insolvency of bank according to the requirement of part four of article 58 of the Law (it is applied within five years from the date of decision making by National Bank about reference of bank to category insolvent in which it is noted about violation-faced requirements of part four of article 58 of the Law);

8) application by foreign states, interstate associations, the international organizations or Ukraine of sanctions against person (it is applied during action of sanctions and three years after cancellation of sanctions);

9) inclusions of person in the list of faces tied with implementation of terrorist activities or concerning which the international sanctions are applied (it is applied during stay in the list and within three years after exception of person of the list);

10) provision by the legal entity of unreliable information to National Bank (it is applied within three years from the date of provision of such information).

15. Sign of lack of faultless goodwill of physical person are:

1) availability of criminal record which is not extinguished and is not removed in the procedure established by the legislation, for making of the crimes provided by Sections VI, VII, XVII of the Special part of the Criminal code of Ukraine;

2) availability of the facts of failure to carry out by person within the last five years of the undertaken obligations on ensuring introduction of means for capitalization of bank;

Violation (non-execution or improper execution) of the obligation of financial nature which amount exceeds 50 000 hryvnias (or equivalent of this foreign currency amount) and the term of violation exceeds 3) 30 calendar days, concerning any bank or other legal entity or physical person within the last three years;

4) improper execution of obligations as the taxpayer and charges;

5) that person:

(I) was the owner of essential participation in bank as of any date, or

(II) took at least six months of position in governing bodies and/or control of bank or position of the chief accountant of bank, or position of the division manager of internal audit of bank or carried out obligations of specified persons, or

(III) irrespective of holding the posts and ownership of participation in bank as of any date had the right to give obligatory instructions or opportunity otherwise to determine or to influence significantly actions of bank, -

within one year preceding decision making by National Bank

a) response at bank of the banking license according to Item 1 or Item 3 parts two of article 77 of the Law (it is applied within 10 years from the date of adoption of such decision by National Bank);

b) reference of bank to category insolvent in connection with single gross or systematic violation of the legislation by bank in the sphere of the cash address that creates threat to interests of investors or other creditors of bank, or reference of bank to category insolvent on other bases if in the decision of National Bank implementation of risk activities by bank is also determined that creates threat to interests of investors or other creditors of bank (it is applied within 10 years from the date of adoption of such decision by National Bank);

c) reference of bank to category insolvent on the basis, stipulated in Item 1 part one of article 76 of the Law if the decision on reference of bank to category problem which preceded it was accepted in connection with implementation by bank of the risk activities menacing to interests of investors or other creditors of bank (it is applied within 10 years from the date of adoption of such decision by National Bank);

d) reference of bank to category insolvent on other bases, the stipulated in Article 76 Laws (it is applied within three years from the date of adoption of such decision by National Bank);

6) rejection by person who is the owner of essential participation in bank, timely measures for prevention of approach of insolvency of bank according to the requirement of part four of article 58 of the Law (it is applied within five years from the date of decision making by National Bank about reference of bank to category insolvent in which it is noted about violation-faced requirements of part four of article 58 of the Law);

7) application by foreign states, interstate associations, the international organizations or Ukraine of sanctions against person (it is applied during action of sanctions and three years after cancellation of sanctions);

8) inclusion of person in the list of faces tied with implementation of terrorist activities or concerning which the international sanctions are applied (it is applied during stay in the list and within three years after exception of person of the list);

9) release upon the demand of National Bank or other state body (within the last five years);

10) release under Articles 40 (Items 2-4, 7, 8), 41 (except Item 5 parts one of this Article) the Labor code of Ukraine (within the last five years);

11) deprivation of the right to hold certain positions or to be engaged in certain activities according to the court verdict which proceeds;

12) the fact that person is subjected to administrative punishment for violation of requirements of the bank law legislations concerning financial monitoring (it is applied within one year from the date of approach of such event);

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