Section 25, The Banking Act, 2019

(1) An application for the registration of a financialholding company shall be made in writing in such form, accompanied by such non-refundable fee as may be prescribed by the Central Bank and supported by the following - (a) a certified true copy of the applicant's Certificate of Incorporation, Memorandum and Articles of Association and board resolution in respect of its application; (b) the capital resources, including original sources and capital structure of the proposed (c) the names, address, occupation, business and professional history, certified financial positions, and corporate affiliations of persons who will hold or ultimately benefit from significant shares, directly or indirectly in the proposed financial holding company and the respective values of the shares; (d) the organisational and managerial structures, including a complete diagram of the group of companies controlled by the proposed financial holding company, identifying all direct and indirect affiliates and associates and the nature of their relationship to the (e) the particulars of the significant or controlling shareholders, beneficial owners, directors and key management personnel of the proposed financial holding company, including their qualifications and experience, business and professional history, certified financial position, business interests and performance of the business under their control or management; (f) the feasibility reports, including a business plan and financial projections for the first 5 years and areas of intended activities; (g) the audited financial statements for the past 3 years or for such lesser period as the entity has been in existence; (h) the measures and structures that the company intends to adopt to ensure that its business is conducted in accordance with sound corporate governance principles; 44 45 Registration of financial (i) for each Director, key management personnel or significant shareholder of the proposed financial holding company, an affidavit disclosing convictions, if any, for offences by a court of competent jurisdiction, personal bankruptcy filings, disqualifications from practicing a profession, or past or present involvement in a managerial function of a body corporate or other undertaking subject to insolvency proceedings, if any; (j) particulars of any change in the information provided to Central Bank under this Act as soon as the applicant becomes aware of such change; (k) the sources and legitimacy of the applicant's minimum capital; and (l) any other information or documentation that the Central Bank may require. (2) The Central Bank, in determining whether to register an applicant as a financial holding company under subsection (1), shall - (a) take into account the information referred to in subsection (1), and in particular whether the person or persons controlling the proposed financial holding company are such as to prejudice the interests of depositors and other customers of the bank; and (b) determine whether the legal, operational and managerial structure of the applicant and the ownership of shares by the person or persons controlling the proposed financial holding company, will hinder effective supervision under this Act or would be likely to prejudicethe interests of depositors and other customers of the bank. (3) An application for registration under subsection (1) shall not be approved by the Central Bank, unless it is satisfied that the - (a) significant or controlling shareholders, beneficial owners, directors and key management personnel are fit and proper persons; (b) proposed significant shareholders are suitable and the ownership and managerial structure of the proposed financial holding company will not hinder effective supervision, including supervision on a consolidated basis; (c) capital of the applicant is adequate and the original sources of capital are acceptable and do not include borrowed funds; (d) applicant's arrangements for corporate governance, including, but not limited to, accounting risk management, and internal control systems and records, are adequate; (e) feasibility report is based on sound analysis under reasonable assumptions; and (f) applicant is a body corporate that controls a (4) The Central Bank may attach conditions to the registration of a financial holding company and may at any time vary, remove or add further conditions to the registration as the Central Bank considers necessary for the purposes of this Act. 46 47 (5) Where the Central Bank proposes to vary or add further conditions under subsection (4), the Central Bank shall give notice of its intention to the financial holding company and the financial holding company may within 30 days make representation to the Central Bank. (6) The Central Bank shall decide on an application for registration as a financial holding company within 6 months after receipt of the completed information and documents under subsection (2). (7) Where the Central Bank rejects an application under subsection (1) he may provide reasons in writing to the applicant. (8) Where a person is dissatisfied or aggrieved with a decision of the Central Bank in respect of this Section the person may petition the Central Bank in writing within 10 days of receipt of the decision for a review. (9) The Central Bank shall publish a list of all registered financial holding companies and their subsidiaries. (10) Registration under this Act shall be subject to such other terms and conditions as the Central Bank may by statutory instrument prescribe.