• The proposed entity’s draft statutes, which must state, in accordance with their regime, when it must take the form of a public limited company.

• The basic program of activities, which must specify the type of operations that are to be carried out depending on the type of financial system operating entity for which the authorization is requested, as well as the elements that allow the observation of policy orientation, especially if planning to provide services abroad and in what proportions, along with if investment in derivative instruments is planned. For banks in particular, the commercial banking activities and the investment and auxiliary services that are planned to be carried out must be indicated. To this end, all elements that allow observation of the relative importance of commercial banking activities in the overall global activity to be carried out, must be indicated. In the case of Non-bank Specialized Credit Institutions, the activity or activities that make up its corporate purpose must be indicated and in the case of Investment Firms, the investment and auxiliary services that they intend to provide, according to the type of entity for which the authorization is requested. In the case of Collective Investment Schemes Management Companies, it must stipulate the provisions of Law 10/2008, 12th June, on the regulation of collective investment schemes under Andorran law [Llei 10/2008, del 12 de juny, de regulació dels organismes d’inversió col·lectiva de dret andorrà]. In the case of payment or electronic money institutions, a program of activities must be presented that specifically establishes the type of payment services that will be provided among those described in article 2.1 of the Law on payment services and electronic money, and/or the issuance of electronic money [Llei dels serveis de pagament i el diner electrònic, i/o l’emissió de diner electrònic].

• A specific statement regarding the possible forecast of activities related to the promotion of the economy at country level.

• A specific statement regarding the prospective provision of activities related to the sponsorship and patronage of educational and cultural activities, with research support, conservation and distribution of cultural and natural heritage and cultural actions, and the sponsorship of sporting activities.

• The identity of the individual physical person owner of the entity to be created or the identity of the provisional members of the entity, their nationality and their holdings in the share capital must be provided. In the case of legal persons, the composition of their governing bodies must be indicated along with the annual accounts and audit reports for the last three financial years, and in the case of being part of a group of companies the composition of the group must be indicated along with the aforementioned information referring to the essential governing components and the consolidated annual accounts of the group.

• Sworn testament affirming that the contributions made by the partners to the entity comply with the requirements established by the legislation on international criminal cooperation and the fight against money or securities laundering resulting from international crime and against the financing of terrorism.

• Information about the trajectory, professional activity and the patrimonial situation of the individual physical person owner of the entity to be created, or of the partners with shares equal to or greater than 5% of the share capital of the entity to be constituted. In the case of legal persons, this information should refer to the members of their governing bodies.

• In the case that the applicants do not initially have the totality of the registered capital for the entity to be constituted, information about the mechanisms planned to complete their subscription and the procedure to follow. In particular, applicants must indicate whether they intend to make a public offering of shares to promote a broad shareholder base.

• The provisional relationship of people who must integrate the first governing body, with information on the career and professional activity of each one of them, as well as all of the necessary documentation to verify compliance with the legal requirements for the exercise of these positions.

• Code of Conduct in which the framework of operation personnel such as directors, employees and company representatives is expressly foreseen.

• A description of the technical means, especially regarding IT and accounting, organizational and human resources available to the entity to carry out its activities according to its type must be presented and, in case it intends to operate with derivatives, an explanatory report of its ability to act with these financial instruments paying special attention to the control of risks associated with the aforementioned instruments.

• A detailed description of the activities that are intended to be undertaken within Andorra and those that are to be outsourced abroad.

• A generic description of the measures that are planned to be implemented to ensure adequate internal control of the procedures, and to carry out the activities in a maximum-security environment.

• A reference to the generic measures planned beforehand, in relation to the provisions in legislation relating to international criminal cooperation and the fight against money or securities laundering arising from international crime and against the financing of terrorism.

• The planned relationships, where appropriate, with other financial or credit institutions that would provide technological knowledge or participate in management, or pledge to provide support of any type in case of possible financial difficulties.

• The planned location of the headquarters and forecasts regarding the establishment of subsidiaries, branches and offices.

• The recruitment forecasts for staff during the first three years, indicating the qualification levels.

• The balance sheets and the profit & loss accounts for the first three years, with the comments that are considered appropriate, in order to estimate quantitative objectives. In particular, the volumes of activity and the income and expenses planned for domestic activities and other activities, are required.

• The implementation policy of the expected results to be accomplished.

• A description of the measures taken to protect the funds of the users of payment services and funds received in exchange for electronic money, in accordance with Article 72 of Law 7/2013 [Llei 7/2013], should the authorization applicant be a Payment or Electronic Money Institution.

• Proof of having constituted the previously required deposit, which must be of:
  • €3,000,000 for Banks;
  • €200,000 for Non-bank Specialized Credit Institutions;
  • €200,000 for Financial Investment Companies;
  • €60,000 for Financial Investment Agencies;
  • €15,000 for Wealth Management Companies;
  • €5,000 for Financial Advisors;
  • €30,000 for Collective Investment Schemes Management Companies;
  • €4,000 for Payment Institutions that only offer money sending services;
  • €10,000 in the case of Payment Institutions which provide payment services for the execution of payment transactions when the consent of the ordering party to execute the payment transaction is provided through any telecommunications, digital or IT device or network operator, acting only as intermediary between the payment service user and the provider of goods and services;
  • €25,000 if the payment institution provides any other payment service;
  • €70,000 for Electronic Money Institutions.

To opt for the awarding of the authorization, and in order to update and complete the documentation submitted with the request, those applicants who have obtained a favourable notification must provide the following documentation:

• the final statutes of the entity, together with the notarial deed of constitution of the company;
• the certification of the registration of the company in the Register of Companies;
• the final location of the head office and, where appropriate, of the subsidiaries, branches and offices of the entity;
• updating of the provisional information submitted with the application in accordance with the provisions of the previous article, or confirmation if no variations have occurred, in order to give it a definitive nature;
• the relationship of the people who integrate the general management, with information on the career and professional activity of each one of them, as well as all the necessary documentation to verify compliance with the legal requirements for the exercise of these positions; and
• an explicit statement from the person who is expected to preside over the company, by virtue of which he/she becomes aware of the obligations established by current legislation regarding the financial system and, in particular, of the provisions in legislation relating to international criminal cooperation and the fight against money or securities laundering arising from international crime and against the financing of terrorism.

Report on entity creation

Report prepared by the entity, which includes as a minimum the information detailed below. To clarify, the entity can present any documentation that is at its disposal (for example: presentations that are already prepared, etc.) as long as it complies with the form set forth below.

• The general aim of the activity subject to registration, indicating:
  • reason for creation and/or intention;
  • type of company, name and location;
  • possible changes to be made in the future in relation to the orientation of the activities, products and/or clients and the possible reallocation of funds and/or resources provided;
  • main implications of this activity for the Andorran banking group, with a description of the main synergies pursued with other companies in the group, as well as a description of intra-group policies;

• Shareholder structure of the company up to and including the last beneficiary;
• Scheduled commencement of activities;
• Detailed information on planned investment, including the initial investment and the contributions provided in the medium term;
• Financing details of the activity, indicating:
  • information on assets that are expected to be sold or used to finance the creation and subsequent contributions;
  • access to capital resources and financial markets
  • use of private financial resources;
  • use of funds provided by the banking system (issuance of financial instruments, etc.);
  • any other financial relationship with other shareholders (maturities, conditions, guarantees, etc.);
  • means and/or instruments and structure used to transfer the funds (availability of resources that will be used in the acquisition, financing arrangements, etc.);
  • other sources of financing, specifying what they are;
• Anticipation of any action carried out jointly with other participating entities that are members of the group (contribution to the financing of the activity, provision of services, etc.);
• Provision or consideration of possible agreements with other shareholders in relation to the company created when the participation in the entity to be created is not 100%;
• Provision or consideration of possible agreements with third parties, as long as they are relevant to the development of the entity's activity (subcontracting of services, etc.);
• Any information that is relevant to the creation of the entity and that has not been stated in the previous sections.

Documentation to be attached

• Accreditation of the agreement from the General Meeting and/or the Board of Directors regarding the creation of the company;
• Identification of the company created;
  
  • certificate of constitution and/or registration of the company;
  • document and/or deed of the constitution of the company;
  • social statutes from its public deed or analogous document;
  • company address;
• Amount and type of company ordinary shares, or of any other class: the number of shares and the expression of whether it is the total of the share capital or, where applicable, the percentage; in euros and in the local currency, and the proportion of voting rights, if these are different from the proportion in the share capital;

• Company management and general organizational structure;
  • final composition of the Board of Directors and of the General Directorate, and information of the main committees created (management, audit, etc.);
  • in the case of financial entities: Documentation proving the requirements of corporate honourability from members of the entity’s Board of Directors and General Management (curriculum vitae, criminal records certificates from the country/countries of residence and/or work of the last 5 years, sworn declarations of non-disqualification for the exercise of the activity in question, and declarations of not having been declared bankrupt or in a settlement situation, as well as a photocopy of their passport);
    

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  • presentation of the organizational chart and explanation of the administrative structure;
  • forecast of personnel that will be part of the staff, in which the personnel that comes from a company belonging to the group is explicitly specified;
  • planned controls for the entity created, as well as those that may be carried out by the parent company;
  • information on internal communication systems;
  • organization manuals and/or internal operating regulations that facilitate compliance with the legal provisions of all of its members;

• Estimates of the company’s financial statements for a period of three years, according to different scenarios, including:
  • the forecast of the balance sheet and the profit & loss account;
  • the forecast of prudential ratios;
  • information on the forecast of the level of exposure to financial risks (credit risk, market risk, operational risk, etc.);
  • the forecast of intra-group operations;
    
    

• Know your client (KYC) manual, organization manuals and/or internal operating regulations that facilitate compliance with the legal provisions of all of its members;
• Market research;
• Other studies or reports of interest, prepared by third parties or those of the entity, that have served as the basis or internal reflection for the entity on the advisability of carrying out the investment;
• Finance entities must also send all the documentation requested by Law 35/2010, 3rd June, on the authorization scheme for the creation of new entities operating in the Andorran financial system [la Llei 35/2010, del 3 de juny, de règim d'autorització per a la creació de noves entitats operatives del sistema financer andorrà] and not provided in any of the preceding sections;
• Any other information that may be of interest in relation to the file under study.