COSTA RICA Law and Practice Contributed by: Douglas Soto, Miguel Elizondo-Soto and Osvaldo Madrigal Méndez, Zurcher, Odio & Raven
2. Authorisation 2.1 Licences and Application Process Banking Licence Offering banking services is a regulated activity, and a licence must be obtained from the regula - tor before starting operations. The activities and services authorised under the banking licence are restricted to “banking activi - ties”, which are defined as including the follow - ing: • financial intermediation (attracting financial resources from the public, on a regular basis, in order to allocate them, at the intermediary’s risk and expense, to any form of credit or investment in securities); • granting loans; • receiving deposits in savings accounts; • acting as a trustee; • opening trust accounts; • issuing letters of credit; • accepting and issuing commercial papers (such as promissory notes and bills of exchange); • guaranteeing such commercial papers; and constituting a general deposit warehouse. Finally, according to the law, commercial banks are prohibited from participating directly or indi - rectly in agricultural, commercial, industrial or other companies, and from purchasing prod - ucts, goods and real estate that are not essen - tial for their normal banking business operation. Applying for a Licence A company can apply for a licence as a private bank, a non-banking financial entity or a mutu - al savings and credit entity, which will enable it to carry out financial activities in Costa Rica. Regarding banking authorisations, CONASSIF
grants a general banking licence to a local entity organised as a Sociedad Anónima (equivalent to a corporation) or to a branch of a licensed foreign bank domiciled in a recognised jurisdic - tion, if such comply with all the requirements provided in Regulation SUGEF 8-24. SUGEF Guidelines Regulation SUGEF 8-24 establishes a series of guidelines to determine the following: • the proceedings to obtain a banking license and other relevant modifications to the local operation, such as ownership transfers, M&A and voluntary cessation; • the requirements for the acceptance of for - eign banking centres; • the proceedings for changing the residence or the licence type for banks of Costa Rican- supervised financial groups located abroad; • the requirements for the incorporation of foreign organisations that are not subject to supervision at their legal residence (home jurisdiction). Required Documentation The application for a banking licence must include the following documents: • the application letter; • a draft of the constitution deed; • a detailed list of and information about the shareholders and final beneficiaries, together with a copy of their identification document, curriculum vitae, recommendation letters, criminal record certificate, financial state - ments audited and certified by a public accountant, prepared under NIIF or US GAAP and an affidavit; • authorisation from the applicant, its board members and its shareholders to conduct
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