Form 11 - Technical Announcements 22 / EFI-SFI; 22 / EFI-AFI; 20 / EFI-SGP and 13 / EFI-ASF

Per tal d’organitzar la informació a trametre, els sol·licitants poden per ús del Formulari 11 del Comunicat tècnic 220 relatiu a la creació de noves entitats, el qual té la següent estructura:

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.

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