SENEGAL Law and Practice Contributed by: Franck Olivier Allessie, SCP Houda & Associés
rience in banking, finance or any other area of expertise deemed compatible with the duties envisaged. Any manager or director who has obtained a waiver of the nationality requirement to work in a credit institution in a WAMU member state is not required to apply for a new waiver when changing position, institution or country. 3. Changes in Control 3.1 Requirements for Acquiring or Increasing Control Over a Bank The Nature of Regulatory Filings and Ongoing Requirements During the life of a bank, operations that have a significant impact on its shareholder structure are governed by Articles 39 to 41 of the Law of 2008. To this end, merger operations by absorption or creation of a new company or demerger are subject to prior authorisation by the Minister of Finance, after approval by the Banking Commis - sion. Moreover, under Article 39, any acquisi - tion or transfer of a holding that would have the effect of raising the holding of any one person (directly or through an intermediary) or of any group of persons acting in concert, first above the blocking minority, then above the majority of voting rights in the credit institution, is subject to the same obligation of prior authorisation by the Minister of Finance; also, any acquisition or transfer of a holding that would have the effect of lowering the holding below those thresholds is subject to the same requirement. In addition, banks and financial institutions with their registered office abroad are required to notify the Banking Commission of any operation referred to above that concerns them.
Pursuant to Article 2 of Instruction No 19-12- 2011 of 27 December 2011 establishing the list of Documents and Information Constituting the Prior Authorisation File for the Modification of the Shareholding Structure of Credit Institutions (the “Instruction”), the prior authorisation file must be submitted in four copies to central bank of the member state in which the credit institu - tion is located, following the format provided for in Annex 2 of the Instruction, and it must include a written request addressed to the Minister of Finance of the Republic of Senegal, as well as the documents and information listed in Annex 1 of the Instruction. The application for prior authorisation, which is processed in the same way as for authorisa - tion, is addressed to the Minister of Finance and filed with the National Directorate of the BCEAO. Authorisation from the Minister of Finance, after receiving the assent of the Banking Commission, is required before the planned operation is car - ried out. The Nature of the Ongoing Requirements Towards the Supervisor The nature of the ongoing requirements towards the supervisor refers to the ongoing obligations that a financial institution must meet vis-à-vis the supervisory authority, in this case the Central Bank or the Banking Commission, as part of its operations. These requirements are in place to guarantee the stability, transparency and com - pliance of financial activities with the regulations in force. Credit institutions are required to submit regular financial and operational reports to enable the supervisor to monitor their financial health.
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