Report the change in shareholder composition and control structure

Procedure for submitting to the Central Bank of the Argentine Republic (BCRA) the information and documentation corresponding to the parties involved in operations covered by points 5.2 to 5.4 of the Harmonized Text on “Authorization and composition of the capital of financial institutions”.

What is it?

It is the procedure by which the BCRA is informed:

– transfers of shares in financial institutions,

– transfers of shares of legal persons who directly or indirectly control them, and

– the capitalization of irrevocable contributions for future capital increases,

as provided for in Section 5 of the amended text on “Authorisation and composition of the capital of financial institutions”.

Who is it for?

To:

– financial institutions covered by the aforementioned regulations, and

– natural and/or legal persons that are part of operations included in points 5.2 to 5.4 of the Harmonized Text on “Authorisation and composition of the capital of financial institutions”.

Modality

Upload the information and supporting documentation through the online form available on this page.

Subsequently submit a formal note addressed to the BCRA, through the Entry Desk, by email or in person.

Value of the procedure

Free procedure.

What is needed?

According to Section 5 of the ordered text on “Authorization and composition of the capital of financial institutions”, the following documentation must be submitted:

1. General and financial institution documentation

– Description of the characteristics of the operation.

– Contract or offer through which the operation is implemented.

– Table with the shareholding composition of the financial institution before and after the transaction is completed.

– Table with the list of persons proposed to be part of the administrative and supervisory bodies, general management and deputy general management of the financial institution.

For the situations covered by point 5.2.1, Section 5 of the Ordered Text:

– Business plan and projections for a period of five (5) years, according to the guidelines of the applicable information regime.

– Technology and computer systems project.

– Draft Manual on the Prevention of Money Laundering, the Financing of Terrorism and the Financing of the Proliferation of Weapons of Mass Destruction.

Note: When there are changes in the board of directors, general management, deputy general manager in charge of the general management (if applicable) or auditor, the proposed persons must complete the information through the Evaluation of authorities of financial institutions process using the corresponding application.

2. Documentation of the individuals involved in the modification

– Personal History Formula (FAP).

– Individual affidavit FAP.

– Criminal record certificate (CAP), issued by the National Registry of Recidivism.

– Complete statement of assets, prepared with data for the month immediately prior to the stock negotiation, accompanied by the documentation that proves origin and ownership of the declared assets.

– Certification issued by an independent public accountant on the content and other aspects declared in the declaration of assets.

– Affidavits submitted to the Customs Collection and Control Agency (ARCA) for income and personal property taxes corresponding to the last three (3) fiscal periods, with their proof of presentation.

– Payroll of the financial institutions with which it operates.

– Note by which the buyers agree for the Superintendence of Financial and Exchange Entities (SEFyC) to carry out the inspections it deems necessary to verify the information presented, in the situations covered by point 5.2 of the ordered text.

The information on personal history, declarations of assets and affidavits required in point 5.2.4.2 of the ordered text is presented through the Personal History Formula (FAP), as detailed in the procedure Generate the Personal History Formula (FAP).

3. Documentation of the legal entities involved in the modification

– Certification issued by an independent public accountant that certifies that the company has the necessary resources to meet the contribution or obligations arising from the stock negotiation, accompanied by supporting documentation.

– Bylaws or corporate contract with proof of approval and registration with the corresponding supervisory authority.

– Financial statements for the last two (2) closed financial years, certified by a public accountant.

– List of the members of the administrative and supervisory body and management, accompanied by the corresponding data.

– List of current shareholders or partners with indication of address, nationality, number of shares or quotas, nominal value of the share and voting rights.

– Detail of the attendance of shareholders at the last two ordinary meetings held (in the case of joint-stock companies).

– Affidavit stating that the company is not affected by the impediments provided for in point 2.3.2 of the ordered text and reporting, if applicable, the legal cases in which it is prosecuted.

– Note by which the company agrees for the SEFyC to carry out the inspections it deems necessary to verify the information presented, in the situations provided for in point 5.2 of the ordered text.

How is it done?

1. Complete the information from the proposed authorities (if applicable)

Use the application Evaluation of authorities of financial institutions when new members of the administrative, supervisory, general management or general deputy management bodies are proposed in charge of the general management.

Complete the required information and generate the corresponding documentation (e.g., FAP, affidavits).

2. Generate Personal History Formulas (FAP)

Generate the Personal History Formula (FAP), as detailed in the Generate the Personal History Formula (FAP) procedure.

3. Advance the criminal record certificates (CAP)

Send by email to gerencia.autorizaciones@bcra.gob.ar the criminal record certificates (CAPs) that must be submitted, in order to comply with the deadline provided for in point 6.4.1 of the ordered text (CAP issued within five business days prior to their presentation to the BCRA).

4. Upload the information and documentation to the online form

Access the form available on this page to report the modification in the shareholder composition and control structure.

Upload the requested documents in PDF format, with a maximum of 50 MB per file and a recommended resolution of 150–200 dpi.

Avoid file names with spaces, special characters, or repeated names.

Verify that the information and documentation are complete, without omissions or errors.

5. Complete and submit the form

Complete the requested data on the operation, the entities and the persons involved.

Send the form and keep the proof of submission.

6. Wait for the Central Bank’s review

The Authorisations Management analyses the documentation submitted.

If necessary, additional information or documentation can be requested.

Once the preliminary analysis is completed, the result is informed by email and if appropriate to move forward with the formal presentation to the BCRA.

7. Submit the formal note through the Ticket Desk

Submit a note addressed to:
“Management of Authorizations – Superintendence of Financial and Exchange Entities (SEFyC) – Central Bank of the Argentine Republic”.

The grade must:

– be signed by the person who legally represents the financial institution,

– Include an affidavit in accordance with point 6.4.5, Section 6 of the text on “Authorization and composition of the capital of financial institutions”, stating that:

• “all the documentation presented in the application is a true copy and that the originals are available to this Superintendence of Financial and Exchange Entities”,

– Refer to the documentation uploaded in the online form.

Submit the note through the BCRA Ticket Desk by email to mesadeentrada@bcra.gob.ar, or in person at the headquarters of the Central Bank, during business hours.

Where is it held?

The initial upload of information and documentation is done through the online form available on this page.