PERU Law and Practice Contributed by: Andrés Kuan-Veng and Luis Ernesto Marín, Rubio Leguía Normand
at determining its viability and operational sus - tainability over time. This screening and analysis are carried out through the review of a series of documents by the SBS and the BCRP, along with meetings with the SBS. The first approval procedure concludes with the granting of the organisation licence by the SBS. Once the organisation licence is issued, the organisers must execute the public deed of incorporation, which allows the establishment of the new financial institution to be registered in the Public Registries, thereby granting it legal personality. The organisers must also carry out all other necessary actions to obtain the oper - ating licence. The organisation licence expires two years after its issuance if the applicant has not obtained the operating licence within that period. Operating Licensing The second approval procedure culminates in the granting of the operating licence by the SBS, focusing on the operational aspects of the future financial entity. During this stage, the SBS evalu - ates the following. • Operational capacity: the SBS assesses whether the entity has the necessary infra - structure and resources to operate effectively. • Credentials of directors and principal officers: the qualifications and suitability of the entity’s directors and key executives are scrutinised. Before filing for the operating licence, the finan - cial entity must have retained its principal offic - ers, implemented the necessary infrastructure, and completed the required policy and opera - tional manuals. Once the operating licence is obtained, the financial entity may commence operations, unless it is a banking company, a finance company, or a leasing company, in
which case it must first register its shares on the stock exchange.
3. Changes in Control 3.1 Requirements for Acquiring or Increasing Control Over a Bank In Peru, the acquisition of, or increase in, con - trol over a bank is subject to specific regulatory requirements governed by the Banking Law and regulations set forth by the SBS, primarily, the Reglamento de Adquisición de la propiedad en el capital social de las empresas supervisadas y de los propietarios significativos . These require - ments aim to ensure that any changes in owner - ship do not compromise the stability and integ - rity of the financial system. Requirements Governing Change in Control All transfers of shares in a financial institution must be registered with the SBS. If the com - pany’s shares are publicly traded, electronic communication systems with securities clear - ing and settlement institutions ensure that the SBS has real-time access to this information. For companies whose shares are not publicly traded or are traded off-market, the general manager must submit a report to the SBS listing the share transfers made during the previous month. Any individual or entity intending to acquire a stake in a financial institution resulting in own - ership or control exceeding 10% of the total share capital requires prior approval from the SBS. This threshold applies to both direct and indirect ownership. Additionally, if a legal entity domiciled in Peru holds a stake greater than 10%, its shareholders must obtain prior SBS approval before transfer - ring rights or shares that exceed this threshold.
445 CHAMBERS.COM
Powered by FlippingBook