Request merger or transfer of goodwill from financial institutions

Procedure for requesting the merger or transfer of goodwill from financial institutions.

Description

Learn the steps to follow, the necessary documentation; the regulations in which the procedure is framed and the contact details to request the merger or transfer of goodwill from financial institutions.

Who is it for?

To individuals or legal entities that want to request the merger or transfer of goodwill of financial institutions before the Central Bank.

How to do it

1- Prepare the documentation

In accordance with the Harmonized Text of the rules on “Authorization and modification of the capital of financial institutions”, review the list of the necessary documentation.

Required Documentation

• Foundations on which the initiative is based.
• Copy of the merger commitment.
• Complete copy of the report that accredits the legal, technical, economic, and financial feasibility of the project.
• Study that demonstrates the feasibility of the computer systems for the proposed operation.
• Copies of the minutes of the meetings of the board of directors, supervisory board or board of directors of the intervening entities, in which the feasibility report and the designation of the representatives to sign the merger commitment were approved.
• Financial statements of the intervening entities, individual and consolidated, accompanied by the corresponding external audit opinions.
• Consolidation of the statements inherent to the regulations established in matters of liquidity and solvency by the provisions that are in force.
• In the event that additional capital contributions are required, they must submit the information indicated in point 6.3. The manifestations of assets must correspond to the month prior to the month in which the application for authorization is submitted.
• In the event that there are changes in the board of directors, general management, deputy general manager in charge of the general management, if applicable, and syndicate for the evaluation of the persons proposed to occupy such positions, they must complete the information through the application Evaluation of Authorities of Financial Institutions.”

With respect to the merged entity

• Articles of incorporation and bylaws governing the company resulting from the merger or draft amendments to be introduced.
• List of shareholders of the entity resulting from the merger, or of the incorporating entity, indicating domicile, nationality and individual participation, when this exceeds 2% of the capital and/or votes.
• List of future members of the administrative and supervisory bodies of the entity resulting from the merger or the incorporator.
• Establishment where the headquarters or main headquarters of the resulting or incorporating entity must operate, clarifying, in addition, whether the remaining houses will continue to operate once the merger has been completed or if they will be closed.
• Business plan and projections with the guidelines of the information regime.

The Financial Institutions Authorization Management will review the application and send you an email indicating that you can continue to the last step.

2- Complete the form

3- Check your email.

The Authorisations management will review your application, once it includes all the information and documentation provided for by regulations, it will send you an email indicating that you can continue to the last step.

4- Present a note at the ticket desk

Once you have received the email with the confirmation, you must submit a note signed by the legal representative of the financial institution or promoter, as applicable, which will state 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.”

The note will be addressed to the management of Authorizations, Superintendence of Financial and Exchange Entities and must be submitted from Monday to Friday from 10 a.m. to 3 p.m. at the Ticket Desk (Reconquista 266, Autonomous City of Buenos Aires).