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Decision No. 7551 On Licensing Documents, Annual Statements and
Miscellaneous Provisions Concerning Financial
The Governor of the Banque du Liban, Pursuant to the Money and Credit Code, namely Article 70 thereof,
Section I - Licensing Documents (1) Article 1 The application for a license to establish a Lebanese financial intermediation company must be submitted, signed by the founders, to the Banque du Liban. An original and three copies of the following documents should be attached to the said application: 1- Documents certifying the identities of the founders, of the persons willing to participate in the subscription to and payment of the company's capital, and of the persons to hold senior managerial positions (individual extract from the Civil Register, an identity card or a valid passport, or a registration certificate from the Commercial Register if the founder or the subscriber is a moral entity). 2- Statements signed by each of the above-mentioned persons, including their curriculum vitae (degrees, experience, and other information on their financial and moral status), and a precise evaluation of their net worth. 3- An official police record for each of the above-mentioned persons, issued within the last three months. 4- A statement specifying the percentage of participation of subscribers in the capital of the company, including the categories of shares, and their distribution by nationality (Lebanese and non-Lebanese) and residency (resident and non-resident). 5- An economic feasibility study on the establishment of the company, covering a three-year period and showing in detail:
a-
The financing sources and prospects for investment. 6- A statement on any existing, direct or indirect, relationship between the company to be established and any economic institution, or any economic group or groups, whether in Lebanon or abroad. 7- Draft texts of:
The Management of the foreign financial intermediation company must duly sign the application for a license to establish a branch in Lebanon. An original and three copies of the following documents should be attached to the said application: 1- A duly certified copy of the foreign company's Articles of Association. 2- The documents and statements specified in Paragraphs 1, 2 and 3 of Article 1 of this Decision regarding the company's representative in Lebanon and, when applicable, the persons to hold high managerial positions. 3- A duly certified copy of the company's registration in its home country or the license granted to it by the competent authorities for undertaking financial intermediation operations as its main business. 4- A duly certified copy of the decision by the board of directors of the foreign company, in which the said Board:
a-
approves the establishment in Lebanon of a branch whose main purpose is to undertake
financial intermediation b- appoints the company's representative in Lebanon and defines his/her mandate. 5- The statements and documents specified in Paragraphs 5 and 6 and in sub-paragraphs (b) and (c) of Paragraph 7 of Article 1 of this Decision. 6- Audited annual statements on the company's activities during the last three years, including the balance sheet and the profit and loss statements for each year.
Article 3 Each Lebanese financial intermediation company is required, as soon as possible after its annual shareholders' meeting and before the end of September of each year, to submit to the Legal Department of the Banque du Liban a signed original and two certified copies of the following documents: 1- The annual report submitted by the Board to the ordinary annual shareholders' meeting. 2- The annual report of the auditors submitted to the annual shareholders' meeting, in accordance with Article 175 of the Code of Commerce. 3- The special report submitted by the Board to the ordinary annual shareholders' meeting, in accordance with Article 158 of the Code of Commerce, including, inter alia:
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A statement on the implementation of previous agreements concluded with the members of the
Board. 4- The special report of the auditors, in accordance with Article 158 of the Code of Commerce. 5- The minutes of the ordinary annual shareholders' meeting and its attendance sheet. In case the members of the Board have been elected in the said meeting, both documents should be certified by the Secretariat of the Commercial Register. 6- The minutes of the Board's meeting, when it includes the election of the Chairman, or the confirmation or appointment of the Chief Executive Officer. This document should be certified by the Secretariat of the Commercial Register. 7- A list signed by the Chairman including: the names of the Chairman and members of the Board for the current year; the names of the major shareholders; the names of the Chief Executive Officer, the Directors and the Assistant Directors; and the following information:
-
The full name and nationality of each of these persons. 8- When existing, an official police record issued within the last three months for each of its Board members, directors and auditors.
Foreign financial intermediation companies are required to submit, before the end of September of each year, the following documents to the BDL Legal Department: 1- Two copies of the annual bulletin published by the Head Office, including the Board's report, the balance sheet statement, the decisions of the shareholders' meeting, and other relevant information. 2- Two copies of the decision by which the company appoints the auditor of its Lebanese branch. 3- When existing, an official police record issued within the last three months for each of its representatives, directors and auditors.
The Legal Department shall transmit to the Banking Control Commission and the Financial Markets Department a copy of each of the above-mentioned documents. Article 5.1 (2) Financial intermediation companies shall submit to the BDL Statistics
and Research Department a copy on diskette of their financial statements (assets,
liabilities, off-balance sheet), prepared as follows according to Form 2010 and Attachment
2020 annexed to Basic Decision 7723 of 2/12/2000:
Article 6 1- The approval by the Central Council of the Banque du Liban to open a new branch or transfer any existing branch of a financial intermediation company is contingent upon the following:
a-
A decision by the Board of the Lebanese company, or by the Management of the foreign
company, to open or 2- The financial intermediation company is prohibited from using the phrase "branch being established" or a similar phrase on its stationery, advertisements, statements, or on any of its documents, unless an express authorization to open the branch in question has already been issued by the Central Council of the Banque du Liban. 3- The license granted to the financial intermediation company to open a branch inside or outside Lebanon is valid for a one-year period from the date of the Central Council's decision. The company should, therefore, open and operate the branch within this time limit. Failure to comply with this deadline will result in repealing the license. 4- Upon recommendation from the Banking Control Commission, the Central Council may cancel the license granted to any financial intermediation company to open a branch, when it is evident that the said branch has become a burden that seriously impairs the overall situation of the company.
The financial intermediation company that has been licensed by the Central Council of the Banque du Liban must complete its establishment formalities and start effectively its operations within a time limit of six months from the date of the licensing notification. Failure to comply with this deadline will result in repealing the license.
Financial institutions must comply with the provisions of Law 318 of 20/4/2001 on fighting money laundering and with the relevant regulations issued by the Banque du Liban.
The financial intermediation company must clearly and publicly display, at the head office and all branches, the Decision of the Banque du Liban to register the said company on its Official List of Financial Intermediation Companies.
This Decision shall be effective on its issuing date.
This Decision shall be published in the Official Gazette.
The Governor of the Banque du Liban Riad Toufic Salameh ------------------------------------------------------ (1) See Law 234 of June 10, 2000, on the regulation of the financial intermediation profession. (2) This Article has been added by virtue of Article 6 of Intermediary Decision 7996 of 4/12/2001 annexed to Intermediate Circular 5. Note: Article 7 of Intermediary Decision 7996 stipulates that "all banks and concerned institutions shall send the above-mentioned statements as closed on 31/12/2001, to be prepared according to Form 2010 and Attachment 2020, as amended by this Decision". (3) This Article was amended by virtue of Decision 7819 of 18/5/2001 (Circular to Financial Intermediation Institutions No 2-Old Numbering System)
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