Banking Licence Application
under the Central Bank Act,
1971 (as amended).
Checklist for completing and
submitting Bank Licence
Applications.
Page 1 of 21
Month 2006
Checklist
Notes:

Complete all sections of this checklist.

Insert the relevant section number, from the proposal, in the
column of boxes entitled ‘Applicant’. (The last column is for Central
Bank use only.)

Where the checklist states ‘confirm’ a ‘√’ will be accepted as a
confirmation.

Where the required confirmation/documentation/information is not
provided with/in the initial proposal please refer to this in the
covering letter indicating the proposed submission date thereof in
the covering letter. (Delays in submitting required confirmations,
documentation and/or information have negative implications for
1.0
Details of the Applicant
1.1
Supply full name and address.
1.2
Provide the contact details of a principal who will accept receipt
of any correspondence from the Central Bank in respect of the proposal
(i.e. name, address, telephone, fax and e-mail details).
1.3
Provide contact details of professional advisors in relation to the
credit institution licence proposal (if applicable), (i.e. name, address,
telephone, fax and e-mail details).
1.4
Confirm that the Central Bank can liaise with the named
professional advisors (at 1.3) in respect of the licence proposal.
2.0
2.1
Overview of Parent/Group
Provide:
Full name and address of parent/group.
2.2
Brief history/background of parent/group.
2.3
Overview on the ownership and structure of parent/group.
2.4
Pursuant to the Requirements the ownership of the applicant should be
vested in
One or more banks or other financial institutions of standing, or
In a wide spread of ownership.
a)
b)
Page 2 of 21
Central
Bank
Applicant
licensing timeframes).
Where the ownership of the applicant does not meet this criteria confirm
that full details are disclosed in the proposal. (In addition, this should
be discussed with the Central Bank in advance of submitting a
proposal.)
Yes/
No
2.5
Is the ownership vested in an industrial or commercial group?
If yes, please refer to Appendix 1 for further requirements and outline in
the application how the applicant will comply with these requirements.
2.6
a)
b)
c)
d)
(i)
(ii)
2.7
a)
b)
c)
Is the applicant a subsidiary of:
An international bank;
An international banking group;
A financial conglomerate; or
Other (provide details).
Where applicable,
Confirm that the supervisory authority in the country of origin
of that bank or group exercises effectively its supervisory
responsibilities on a consolidated basis; and
Confirm that the applicant has obtained the prior consent of its
home country supervisory authority (this confirmation may be provided
during the application process but must be submitted with the final
application at the latest).
Provide the organisation chart of the group outlining:
the legal structure of each of the entities concerned (i.e. whether the
entities are incorporated, limited liability companies, unlimited liability
companies, etc.);
the percentage holding of each shareholder; and
details as to where the applicant will be positioned in the group.
2.8
In relation to the parent/group provide:
Information on industry ranking, size of parent on local and
global scale.
2.9
Main activities/lines of business.
2.10
Details of main areas of global activity of parent/group.
2.11
Details of main areas of EU activity of parent/group.
2.12
Details of all existing operations in Ireland
The following information should be provided in respect of each of the
existing Irish operations:
a)
A description of the activities being carried out by each of the
the existing Irish operations;
b)
Details as to whether the operations are supervised by the
Central Bank or any other regulatory authority; and
c)
Internal audit reports on the Irish operation(s).
(Where greater than five internal audit reports have been carried out in
the last financial year, a summary of the internal audit reports will
suffice.)
2.13
a)
Comment on the association of the applicant with:
existing Irish operations; and
Page 3 of 21
Yes/
No
b)
2.14
a)
b)
c)
d)
e)
2.15
other group operations providing details of any proposed links
between existing operations (including Irish operations) and the
applicant (setting out any interaction which the applicant will have with
the existing operations – including proposed timeframes for mergers of
operations and group reorganisation, if applicable).
Financial standing detail for parent/group
i.e. summary (in tabular format) for the last five years of:
Income and Profitability;
Balance Sheet;
Asset Quality;
Capital Adequacy; and
Leverage.
Debt ratings for parent/group;
i.e. Moody’s and S&P credit rating of parent bank/group
commentary thereon
(this should include details of
upgrades/downgrades in the last 3 years and reasons therefore).
and
any
2.16
Confirm that the board of the parent has approved the submission of
the application for establishment of a credit institution to the Central
Bank . (A certified copy of the board minute confirming that the parent
has consented to the establishment of the applicant should be
submitted.)
3.0
Regulatory Supervision
3.1
Provide contact details in respect of the group/parent’s Home
Regulator(s)/Supervisor(s).
Yes/
No
3.2
Has the parent/group, within the last 5 years, received regulatory
approval for new entities in any other jurisdiction?
Yes/
No
3.3
Has the parent/group applied to establish a regulated entity, (over
the last 5 years) in any other jurisdiction, which was either withdrawn or
refused?
Yes/
No
3.4
Has the parent/group been subject to an investigation into allegations of
fraud, misconduct or malpractice by any regulatory authority (over the
last 5 years) in any other jurisdiction?
Yes/
No
3.5
Has the parent/group or any of its director/senior manager/executive,
been censured or disciplined by any regulatory body further to its
professional activities?
3.6
If ‘yes’ in relation to 3.2 - 3.5 provide full details thereof.
4.0
4.1
a)
b)
Ownership Structure
Provide details of
All direct holders of shares or other interests in the applicant; and
All indirect holders of shares/interests (where the holding/interest
represents 10% or more of the capital or of the voting rights of the
applicant (i.e. qualifying shareholder).
(Clearly outline whether there are any holding companies involved in
the ownership structure – the rationale for such a structure should be
provided).
Page 4 of 21
4.2
4.3
4.4
Confirm that Appendix 2 has been completed (and the required
supporting documentation is attached) in relation to each shareholder
identified in 4.1(a) and (b) above.
Confirm that:
The applicant is independent of dominant interests; and
The beneficial ownership of the credit institution is such as will
ensure capacity to provide such new capital for the credit institution as
may be required in the future.
(A letter of comfort is required from the parent confirming that ‘the
subsidiary (insert applicant’s name) will be in a position to meet its
liabilities as they fall due for as long as the parent/shareholder (insert
relevant name) continues to hold the majority of the equity of the
(name of applicant).
Please ensure that this letter is signed by the Chief Executive Officer of
the parent/group/majority shareholder.
The applicant is also required to provide to the Central Bank a certified
copy of the minute from the relevant board meeting approving the
provision of this letter of comfort.
4.5
Demonstrate that there will be cohesion, continuity and consistency
in the manner in which the business of the credit institution is directed
by its owners.
5.0
5.1
a)
b)
Objectives and Proposed Operations
Clearly set out
The objectives;
Full details of the applicant’s proposed banking business which must
include a description of all products that will be offered, anticipated
customer base, senior staff responsible for product types, etc. (See
Appendix 3 for definition of ‘Banking Business’); and
Other proposed area(s) of activity of the applicant;
(ensuring that they are consistent with the principles enshrined in
banking legislation and the Requirements).
c)
The proposal should be specific as to the activities, which the applicant
proposes to carry out if granted a licence.
(The Central Bank would expect that a proven track record in
accordance with the original business plan would have to be displayed
before a newly licensed credit institution could amend/expand its
business lines)
5.2
The following should also be included:
Rationale for seeking a banking licence and establishing in Ireland.
5.3
Detailed information on the sources of funding for the applicant
(e.g. deposits, etc.).
5.4
Outline of all the products/services to be promoted by the applicant.
5.5
If applicable, overview of market research which has been undertaken
regarding the establishment of a credit institution and its proposed
activities.
5.6
Overview of the applicant’s distribution network for
products/services.
Page 5 of 21
5.7
Likely sources of new business/future business activities for the
applicant.
5.8
Details of the applicant’s new product approval process.
Yes/
No
5.9
Will the applicant be operating a Trading Book (as defined in Directive
2006/49/EC)?
If yes, confirm that details thereof are included in the proposal.
6.0
Legal Structure
6.1
Confirm that the applicant will be registered in Ireland and
subject to Irish law.
6.2
Outline the full legal structure of the applicant, i.e. limited
company, unlimited company, etc.
6.3
If the applicant has a legal structure other than a limited company,
please outline the rationale for using a different structure.
6.4
Confirm the following documentation accompanies this
checklist:
a)
A certified copy of the Certificate of the Incorporation of the applicant
(and Certificate of Name Change if applicable).
(A certified document is one that is stamped, signed and dated as being
a true copy of the original at a particular date in time by a party
independent of the applicant. Please note that the certification stamp
must be present on the relevant document)
b)
A draft copy of the Memorandum and Articles of Association of the
Applicant. (The certified final copy will be required upon licensing of the
applicant.)
(It is the applicant’s responsibility to ensure that the scope of its
Memorandum of Association is sufficiently wide to carry out its proposed
activities)
c)
7.0
Latest audited accounts where the applicant is incorporated in excess
of 18 months.
Organisation of the Applicant and Governance Arrangements
Credit Institutions shall manage their business in accordance with sound
administrative and accounting principles and shall put in place and
maintain internal control and reporting arrangements and procedures to
ensure that the business is so managed.
7.1
Demonstrate how ‘heart and mind’ will be present in Ireland.
(The day-to-day operations must be conducted within the State.)
7.2
Board of Directors
Provide details of the proposed board
identifying:
Executive directors;
Non executive directors – Group;
Non executive directors – Independent1;
a)
b)
c)
1
of
A minimum of two independent non-executive directors is required.
Page 6 of 21
directors,
specifically
d)
e)
7.3
a)
b)
Proposed frequency of board meetings and location; and
Potential conflicts of interest (if any, including details of how they will be
addressed).
Applicant’s Governance Arrangements
Provide
Organisation chart of the applicant’s corporate governance
structure;
Details







of all management committees and members, e.g.,
Credit Risk Committee;
Audit Committee;
Asset and Liability Committee (“ALCO”);
Risk and Compliance Committee;
Remuneration Committee;
Nomination Committee; and
Other relevant committees.
(Details should include:

composition thereof;

frequency of meetings;

general responsibilities/terms of reference;

reporting lines; and

details of sub-committees (if applicable).)
7.4
Senior Management/ Other Staff
Include detailed organisation chart for applicant.
7.5
Provide details of organisation structure/management team (to
include the Compliance Officer and Money Laundering Reporting
Officer), i.e. bibliographies, job titles, responsibilities, reporting lines,
etc.
7.6
Confirm that a completed ‘Individual Questionnaire’ in respect
of each of the applicant’s board of directors/senior management2 with
original signatures of the parties in question is attached.
(Please refer to the ‘Fit and Proper’ requirements paper available on the
Central Bank’s website.)
7.7
Outline the projected staffing requirements over next 5 years of
the applicant (broken down on a yearly basis).
7.8
a)
b)
c)
d)
Disclose details of the applicant’s:
Secretary;
Bankers;
Legal firm; and
External Auditor.
8.0
Risk Oversight
Detailed information is required in respect of the following key
functions:
8.1
Audit
Where the size or nature of the operations of the applicant warrants it, a
The Central Bank considers ‘senior management’ to be all managers at executive board level, i.e. all managers
that report directly to the board or the Chief Executive. Managers below executive level as well as particular post
holders (e.g. compliance officers, money laundering reporting officers and heads of internal audit) should also be
‘fit and proper’ and the Central Bank reserves the right to subject certain post holders to its formal approval. The
applicant’s nominated Head of Internal Audit, Compliance Officer and Money Laundering Reporting Officer must
also submit an Individual Questionnaire.
2
Page 7 of 21
properly staffed internal audit function should exist (which has direct
access to the board of directors or an appropriate sub-committee of the
board) that reports to the board.




Outline the role of internal audit.
Include details of whether internal audit will be outsourced to
parent or carried out locally.
Outline expected frequency of internal audits.
The audit function should be independent from the operational
activities of the applicant.
Where the internal audit function is outsourced to the Group Audit
Function, confirm that the Audit Committee/Board will have the right to
request certain audits to be conducted notwithstanding the existence of
a risk based audit approach at group level.
8.2
Compliance

Indicate who will be responsible for the compliance function.

Set out compliance reporting lines, processes, key compliance
responsibilities, etc.
Confirm that the compliance officer will be independent from
the operational activities of the applicant.
8.3
Risk Management

Outline the scope of the risk management function.

Identify the major risks that the applicant faces, and detail how
the applicant proposes to monitor, manage, control and report
on each of these risks (in relation to each of its proposed
business lines).

Describe the applicant’s definition of material risk. In doing so,
please describe how a risk is determined to be non-material,
the role of the applicant’s board in reviewing this definition and
the role of senior management in developing the definition.
(Please refer to 9.2(b) below.)

Demonstrate that comprehensive risk management systems
commensurate with the scope, size and complexity of the
applicant’s activities, including derivatives and associated risks,
will be in place, incorporating:
- Continuous measuring, monitoring and controlling of risk;
- Accurate and reliable management information systems;
- Timely management reporting; and
- Thorough audit and control procedures.

Where the applicant is involved in a fiduciary capacity in the
management of clients’ funds ensure that the possible risks to
the applicant arising from such activities are adequately
assessed and provided for.
Confirm that the risk management function will be independent from
the operational activities of the applicant.
8.4
Treasury

Outline the treasury activities of the applicant and include
information on the management of liquidity and funding.

Submit copy of the Market Risk Policies.
8.5
Financial Control

Detail the remit and staffing of the financial control function
(including projections on compliance with prudential reporting
requirements), the reporting lines of the financial control
function, the key reports utilised and the frequency of reporting.
Page 8 of 21
8.6
8.7
Credit

Submit a copy of the applicant’s policy relating to the
management and control of lending (this should include policies
relating to credit assessment, credit review, credit provisioning
and the monitoring and control of large exposures).

Comment on the projected level of large exposures and
compliance with the large exposures requirements.
Please
ensure that the credit policy reflects the Central Bank’s
requirements in relation to prudent provisioning for loan losses
as detailed in the Regulatory Document, dated 26 October 2005,
on “Impairment Provisions for Credit Exposures”.
Internal Controls/ Policies

Provide full details of the internal control procedures.
(Applicants must ensure that adequate measures are in place regarding
lending authorities, segregation of duties, procedures etc.)
8.8
Anti Money Laundering Procedures

Detail the Anti Money Laundering Procedures.
8.9
Conflicts of Interest

8.10
a)
Provide full details regarding the possible conflicts of interest
arising in the conduct of the different types of activity under the
applicant’s control, demonstrating that adequate arrangements
have been made to protect the interests of clients.
Liquidity
Submit the applicant’s policy for the management of liquidity and
funding.
This should be consistent with, and incorporate, the provisions of the
‘Requirements for the Management of Liquidity Risk’ document issued
by the Central Bank.
b)
Provide projected maturity mismatch calculations for the first year of
of operations.
8.11
Outsourcing
The information that should be provided to the Central Bank in relation
to outsourcing proposals should comply with the CEBS guidelines and
include:
a)
Full details of any outsourcing by the applicant to both affiliates
and third parties. (Transaction flow charts for the activities involving
outsourcing may be required, i.e. details of the interrelationships of the
various entities, timings, etc.)
b)
Scope of activities to be outsourced (outlining whether sub-outsourcing
is permitted);
c)
Value of contracts to be outsourced;
d)
Number of employees involved in the entities providing outsourcing;
(A detailed breakdown should be provided showing the position initially,
and projected figures for the first five years on an annual basis (if
applicable).)
e)
Exit strategies/ contingency plans in place;
f)
Measures the applicant has in place in respect of the oversight of
Page 9 of 21
the outsourced service
responsible therefore);
g)
(i)
(ii)
(including
the
identity
of
the
individual
Confirm that the outsourcing service provider will provide access to the
Central Bank and the applicant to:
Employment records in respect of persons providing services to
the applicant; and
Books, records and other documents in respect of the activities of
the applicant that have been outsourced;
h)
Confirm that Service Level Agreements (‘SLA’) will be in place in
relation to material outsourcing contracts (submit copies of the SLA in
relation to material outsourcing contracts); and
(i)
Confirm that the outsourcing service provider will permit the applicant
to conduct audits.
8.12
9.0
9.1
a)
Other
Set out details of reporting lines of applicant to the group.
Capital, Funding and Solvency
5 year projections are required in all instances where ‘projections’ are
referred to.
Provide full details of proposals in relation to:
Capital
Set out full details of:
The capitalisation of the applicant (at time of submission of the
proposal) and projected figures for licensing date (if changes planned) splitting it between share capital, capital contribution, etc.;
(Initial capital in the form of paid up shares must not be less than €5.0
million.)
b)
Projected Solvency Ratio; and
c)
Where capital contributions are provided for please confirm that the
Central Bank’s standard format it utilised (as per Appendix 4).
d)
Subordinated debt (if applicable)
The draft agreement should be submitted for review and be
accompanied by a legal confirmation re compliance with Article 63(2) or
Article 64(3) of the CRD (as applicable).
9.2
a)
Capital Requirements Directive
Indicate the approaches being utilised in relation to:

Credit Risk

Market Risk; and

Operational Risk.
(If the applicant is seeking to adopt advanced approaches this should be
discussed at the first meeting with the Central Bank .)
b)
The Internal Capital Adequacy Assessment Process (‘ICAAP’)
The ICAAP is a formal and dynamic process that forms an integral part
of the management process and decision-making culture of the
institution. Applicants are reminded of the requirements that Articles
22, 123 and Annex V of the CRD place on credit institutions. Should the
applicant’s licence application be successful, the Central Bank will be in
contact within the twelve-month period subsequent to the issuance of
the licence to discuss the supervisory review of the applicant’s ICAAP.
Page 10 of 21
Confirm that the applicant has a process in place for assessing its
overall capital adequacy in relation to their capital levels.
Provide the contact details of the person within the applicant for
queries on the ICAAP (i.e. name, address, telephone, fax and e-mail
details) and include an outline of the role and reporting line of this
contact individual.
c)
Confirm that a breakdown of the capital required in relation to each of
the approaches at 9.2(a) is provided (i.e. for each of the separate risk
types, under the approach, over at least a five-year period). Capital
projections should also be provided for risks to be considered under
Pillar 2.
9.3
a)
Solvency Projections
Supply the various ratios and limits set out in the Requirements
for:

each credit institution under the Central Bank’s supervision on a
group basis (if applicable);
and

the applicant credit institution on a solo basis.
b)
In the case of an applicant, whose parent is a financial holding
Company (as per the CRD),

apply the ratios and limits to the group on a consolidated basis
as well as to the credit institution (see article 125(2) Directive
2006/48/EC).
9.4
a)
b)
Funding
Set out full details of:
The funding policy of the applicant, ensuring a widely spread
funding base; and
Whether there will be any initial reliance for funding from the
parent institution and estimate the time-span for the applicant to be up
to full capacity and independent of parent from a funding prospective.
10.0
Financial Information and Projections
10.1
Provide audited accounts in respect of the group for the last 3 years.
a)
Disclose reporting currency and GAAP
The following, projected, financial information is required in respect of
the applicant’s proposed activities (projected figures are required for 5
years):
b)
Projected Income Statement (including notes to the accounts) ;
c)
Projected Balance Sheet (including notes to the accounts);
d)
Prudential Ratios & Capital Structure; and
e)
Projected Key Financial Indicators (e.g. Return on Earnings, Cost/
Income, etc.,) – a commentary thereon should be provided.
10.2
Stress test of financials assuming a down turn (recession), e.g., if
the entity suffered a drop in revenue or if there is an increased cost of
funds.
Page 11 of 21
11.0
11.1
IT/ Business Continuity Plan
Provide details of:
All IT systems to be used in relation to front and back office operations;
11.2
The main IT service providers and back up IT service providers;
and
11.3
The business continuity plan (confirming the business continuity
arrangements in place in an alternative location in the State).
12.0
Other
Confirm that:
The application includes a commitment to comply with each
provision of ‘the Requirements’.
12.1
12.2
a)
Participation in the Irish payments and settlements systems
Is the applicant participating directly or indirectly? (If indirectly
provide details thereof.)
b)
Provide details of the risks to its business arising from
participation in payments and settlements system and procedures in
place to minimise these risks.
12.3
Provide details of the fidelity guarantee insurance in place for all
staff (or details of the alternative arrangements for consideration by the
Central Bank).
12.4
a)
b)
Location – set out details of the applicant’s:
Initial Infrastructure Plans; and
Future/Permanent Plans.
Yes/
No
12.5
Minimum Competency Requirements
Are individuals, on a professional basis, as, for or on behalf of this
applicant

providing advice to consumers on retail financial products;

arranging or offer to arrange retail financial products for consumers;
or

undertaking certain specified activities?
and/or
referring or introducing consumers to the applicant?
(as set out in the Minimum Competency Requirements3 issued by the
Central Bank)
If applicable;
I hereby confirm that:
a) the individuals, who on a professional basis, as, for or on behalf of
the firm who will:
1. provide advice to consumers on retail financial products;
2. arrange, or offer to arrange retail financial products for
consumers;
3. undertake certain specified activities (as set out in the
Minimum Competency Requirements); and/or
4. only refer or introduce consumers to regulated firms,
will comply with the Minimum Competency Requirements
and
3
Available on the Central Bank’s website
Page 12 of 21
b) the relevant individuals in the firm will comply with the minimum
standards as set out in the Minimum Competency Requirements on
an ongoing basis.
If not applicable;
I hereby confirm that there are no individuals so acting.
12.6
Consumer Protection Code
If applicable, confirm that the applicant is capable of complying with the
Consumer Protection Code issued by the Central Bank with effect from
the proposed date of commencement of operations.
12.7
Please confirm that the applicant has considered the relevant legislation,
corporate governance arrangements, liquidity and solvency ratios, large
exposure requirements, shareholders interests, and other requirements
as set out in the Central Bank’s guidelines and publications, in preparing
this application and is satisfied that the applicant is capable of meeting
the necessary requirements.
12.8
Provide any other information relevant to the application.
I confirm that

I am authorised by the applicant to make this banking licence application on its
behalf;

The information set out in the proposal and supporting documentation is
complete, correct and accurate; and

There is a willingness and a capacity on the part of the applicant to comply
with codes, prudential and legislative requirements applicable to credit
institutions on a continuous basis.
Signed:
_____________________________________________________
Name (in Print):
_____________________________________________________
Title:
_____________________________________________________
Name of Employer: _____________________________________________________
Date:
_____________________________________________________
Provisions in this document should not be deleted nor amended in any manner.
The Central Bank may, with the consent of the Minister of Finance, under the
provisions of Section 11 of the Central Bank Act 1971, as amended, revoke a
licence if the holder of the licence has obtained the licence through false
statements or any other irregular means.
Page 13 of 21
APPENDIX 1
In considering a proposal where ownership of a bank would vest in an industrial or
commercial group, a range of additional considerations will apply, the more
important of which may be summarised as follows:
(i)
the Central Bank’s assessment of the proposal will have regard to any
additional risks arising from the ownership structure and, in particular, from
relationships with non-bank elements of the group;
(ii)
the Central Bank will attach high importance to the degree of independence
accorded to the applicant and to the degree of decision making to be located
within the State;
(iii)
only groups of the highest integrity and financial soundness (as evidenced by
their trading record and international credit rating) will be considered;
(iv)
unless there are exceptional factors that warrant special attention, the Central
Bank will require as a condition of granting a licence that there already exists,
for some time, within the group, a separate financial entity, with its own
management and financing structures and with skills and experience
appropriate to banking;
(v)
the minimum solvency ratio requirement for the bank (own funds as a
percentage of risk assets) is likely to be set in excess of the minimum which
applies to international banks;
(vi)
in general, funding for the bank should not include small retail deposits; if
there is to be any dependence on group funding sources, due regard will need
to be had to the continuity of those sources;
(vii)
in general, the bank would not be permitted to provide credit to or acquire
assets from affiliated companies; and
(viii) the principles of consolidated supervision will be applied by the Central Bank
to the applicant group in an appropriate manner.
Page 14 of 21
APPENDIX 2
Please complete the relevant section below in relation to

Each direct shareholder; and

Each indirect shareholder with a holding/interest of 10% or more in the applicant
(‘qualifying shareholder’)
(Copy the relevant section where necessary if more than one shareholder.)
(Where a (qualifying) shareholder does not meet one of the legal forms provided
below, e.g. individual shareholders, please discuss the ownership structure with
the Central Bank in advance of submitting the proposal.)
Shareholder – Company
Disclose name of Shareholder.
Where a shareholder is an incorporated entity, confirm that the company (i.e.
shareholder) has submitted the following:
a)
b)
c)
d)
e)
f)
Description of activities;
Whether or not the company is regulated and if regulated,
by which authority;
Most recent audited accounts if applicable. If not available
most recent management accounts should be submitted.
Details of proposed interaction with the applicant;
Documentation evidencing the fact that the company is the
registered holder of the shares, i.e. certified copy of the share
register; and
Written confirmation that the company is the beneficial
owner of the shares.
Shareholder – Nominee Company
Disclose name of Shareholder.
Where a company holds 10% or more of the shares in an applicant firm on behalf
of third parties, confirm that the company has submitted the following details
relating to the proposed nominee holders of the shares:
a)
b)
c)
d)
e)
f)
Documentation evidencing the fact that the nominee is the
registered holder of the shares, i.e. certified copy of the share
register;
Documentation evidencing the ownership of the nominee
company, i.e. certified copy of the share register;
Audited accounts of the nominee company;
Identity of the beneficial owners of the shares;
Details regarding what object is intended to be served by
using such a nominee company, rather than holding the shares
directly; and
Appropriate declarations in respect of the nominee holding
the shares in trust for the beneficial owners, including formal
confirmation from the nominee itself that the relevant declarations
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of trust remain valid and in force.
Shareholder – Trusts
Disclose name of Shareholder.
Where a shareholder is a trust, confirm that the trustees have submitted the
following:
a)
b)
c)
d)
e)
f)
g)
h)
i)
Documentation evidencing the fact that the trust is the
registered holder of the shares, i.e. certified copy of the share
register;
Copies of the trust deed and any other documentation
constituting the trust or relating to the trust in some other way
including any supplemental or ancillary deeds, documents or
agreements or side letters;
Completed Individual Questionnaires for the settlers of the
trusts;
Completed Individual Questionnaires for the trustees of the
trusts;
Completed Individual Questionnaires for the beneficiaries of
the trusts (including details of age for minors) and those of all
persons who are within the class of prospective beneficiaries;
Most recent audited accounts (if available) or other relevant
financial information in relation to the trusts;
Reasons for structure;
A signed undertaking is required to ensure that the
requirements of the legislation in relation to the shareholders are
met on a continuous basis. The undertaking must contain
provisions to provide the Central Bank with
a) advance notice of any acquiring transactions or disposals
b) advance notice of any proposed change in the
beneficiaries to the trust, the trust deeds, or the trust’s
governing law;
c) and must be signed by all Shareholders including the trustee(s)
and the applicant firm; and
Legal opinion confirming the validity and efficacy of the
undertaking as drafted to suit the circumstances of any particular
shareholder trust.
Shareholder – Partnerships
Disclose name of Shareholder.
Where a shareholder is a limited liability partnership (‘LLP’), confirm that the
partners have submitted the following:
a)
b)
c)
d)
Description of the LLP itself (including names of general and
limited partners and details of respective roles);
Descriptions of activities of the LLP;
Whether or not the LLP is regulated and by which authority;
Most recent audited accounts if applicable. If not available
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e)
f)
g)
h)
most recent management accounts;
Details of proposed interaction with applicant;
Documentation evidencing the fact that the LLP is the
registered holder of shares (if this is the case) i.e. certified copy of
the share register;
Written confirmation that the LLP is the beneficial owner of
the shares; and
A copy of the partnership deed and any relevant agreement
between the general and limited partners.
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APPENDIX 3
Definition of “Banking Business”
(Section 2(1) of the Central Bank Act 1971, as substituted by Schedule 3, Part 4
of the Central Bank and Financial Services Authority of Ireland Act 2004)
Banking Business, in relation to a person, means any business that consists of or includesa)
receiving money on the person’s own account from members of the public either on
deposit or as repayable funds (whether or not the issue of securities or any other
form of financial obligation is involved), and
b)
any other business of a kind normally carried on by a bank (which may include the
granting of credits on own account), and
c)
any other business of a kind prescribed under subsection (2) for the purpose of this
paragraph,
but does not include such a business in so far as the business consists of or includes(i)
receiving money on deposit by a trader either from employees of the trader in
relation to the trader’s business, or from customers of the trader in the normal
course of the trader’s business, or
(ii)
receiving money in respect of leasing or selling goods under a hire-purchase
agreement, a leasing agreement or credit-sale agreement, or
(iii) receiving money as security or collateral or as a bond for the repayment of a
debt or the performance of a contract related to goods or services, or
(iv) receiving money accepted by way of advance or part payment under a
contract for the sale, hire or other provision of goods or services, and
repayable only in the event that the goods or services are not in fact sold,
hired or otherwise provided, or
(v)
receiving money solely as a premium in respect of the issue or renewal of a
life assurance policy issued by a holder of an authorisation under the European
Communities (Life Assurance) Regulations 1984 (S.I. No. 57 of 1984), or
(vi) receiving money accepted as a contribution within the meaning of the Pensions
Acts, or
(vii) receiving money where it can be shown that(I)
no part of the business activities of the person receiving the money or of
any other person is financed wholly or substantially out of those funds,
and
(II) those funds are, in the normal course of business, accepted only on a
casual or incidental basis, or
(viii) receiving money under financial contracts (within the meaning of the Netting
of Financial Contracts Act 1995) (which may include the acceptance of
collateral).]
and "banking" and cognate words shall be construed accordingly.
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Appendix 4
CAPITAL CONTRIBUTION
This Agreement is made on [
].
It is hereby agreed that [ name and address of Contributor ] (the Contributor)
will contribute the sum of €____________ (the “capital contribution”) to [ name
and address of Applicant] (“the Applicant”) on ___________________.
1.
It is acknowledged that:
a) Tha Applicant is authorised by the Contributor to deliver a copy of this
Agreement
to
the
Central
Bank, and
such delivery will
constitute
an
acknowledgement and representation and confirmation to the Central Bank of
the matters set out in this paragraph 1, and an acknowledgement of the
requirement to obtain the consent of the Central Bank as set out in paragraphs
2 and 5, failing which the agreement and the capital contribution to which it
refers shall cease to have any effect for capital adequacy purposes.
b) The Applicant is authorised by the Contributor to deliver a copy of this
Agreement
to
the
Central
Bank, and
such delivery will
constitute
an
acknowledgement and representation and confirmation to the Central Bank of
the matters set out in this paragraph 1, and an acknowledgement of the
requirement to obtain the consent of the Central Bank as set out in paragraphs
2 and 5, failing which the agreement and the capital contribution to which it
refers shall cease to have any effect for capital adequacy purposes.
c) The current financial position of the Contributor is not such as would or might
cause the Contributor to seek a distribution by the Applicant under 2(c).
d) If the Contributor has borrowed to provide the capital contribution, the terms
under which such loan was granted are not such as would or might cause the
Contributor to seek a distribution by the Applicant under 2(c) in order to meet
its loan obligations.
e) The making, and the receipt, of the capital contribution are within the
respective (corporate) powers and objects of the Contributor and the Applicant.
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f) The Applicant and the Contributor have put the terms of this Agreement before
their respective boards of directors, which have approved its terms, and such
approval has been duly recorded in the official board minutes.
2.
It is agreed that:
a) The Applicant has no obligation to bear any servicing cost or transfer any
economic benefits of any kind to the Contributor or any other person in return
for the capital contribution.
b) The Applicant has no obligation to repay the capital contribution.
c) The Applicant shall not distribute the capital contribution by way of dividend, on
a winding up or in any other way or cause the amount of the capital
contribution to be reduced without the prior written approval of the Central
Bank .
3.
If any of the provisions of this Agreement is or becomes invalid, illegal or
unenforceable under any law, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired.
4.
This Agreement constitutes the entire agreement as to the making of the capital
contribution and replaces and suspends all other agreements or proposals (if any)
in relation to it. Any other terms existing at the date hereof and not comprised in
this Agreement shall be of no further force and effect.
5.
Any amendments to this Agreement made or purported to be made without the
consent of the Central Bank shall be void.
6.
This Agreement shall be governed by, and construed in accordance with, the law of
Ireland.
SIGNED FOR AND ON BEHALF
OF THE APPLICANT
----------------------------------------------
AFFIX SEAL OF APPLICANT
SIGNATURE AND AFFIXATION
OF SEAL WITNESSED BY
------------------------------------------------------------------
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SIGNED FOR AND ON BEHALF
OF THE CONTRIBUTOR
----------------------------------------------
AFFIX SEAL OF CONTRIBUTOR
SIGNATURE AND AFFIXATION
OF SEAL WITNESSED BY
-----------------------------------------------------------------------------------
© The Central Bank of Ireland.
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