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  • Controllers

    • C4-1.1.5

      A controller is a natural or legal person who, either alone or with his associates:

      (a) Holds 10% or more of the issued and paid-up capital in the licensee or parent undertaking; or
      (b) Is able to exercise more than 10% of the voting power over the licensee or the parent undertaking.
      Added: January 2022

    • C4-1.1.6

      For the purposes of Paragraph C4-1.1.5, ‘associate’ includes:

      (a) In the case of natural persons, a member of the controller’s family;
      (b) If the controller is a legal person, a Director, an employee, a partner of the controller, a subsidiary of the controller, or a Director of any subsidiary undertaking of the controller; and
      (c) Any other person or undertaking with which the controller has entered into an agreement or arrangement as to the acquisition, holding or disposal of shares or other interests in the licensee, or under which they undertake to act together in exercising their voting power in relation to the licensee.
      Added: January 2022

    • C4-1.1.7

      Bahraini category 4 investment firms must obtain prior approval from the CBB for any of the following changes to their controllers:

      (a) A new controller;
      (b) An existing controller increasing its holding from 10% to 20%;
      (c) An existing controller increasing its holding from below 20% to 30%;
      (d) An existing controller increasing its holding from below 30% to 40%;
      (e) An existing controller increasing its holding to above 40% for licensees not listed on any exchange in Bahrain or abroad; and
      (f) An existing controller reducing its holding to below 10%.
      Added: January 2022

    • C4-1.1.8

      For the purposes of Subparagraph C4-1.1.7(a), licensees must submit information required in the controller section of Category 4 Investment Firm Authorisation Form (see Part B of the CBB Rulebook Volume 4) and must satisfy the CBB that the new controller is suitable and poses no undue risks to the licensee.

      Added: January 2022

    • C4-1.1.9

      In assessing the suitability of controllers the CBB will consider the track record of the proposed controllers, including adequate experience, financial strength, any record of disciplinary proceedings or conviction by a court or competent authority etc.

      Added: January 2022

    • C4-1.1.10

      Overseas category 4 investment firms must notify the CBB of any new significant ownership in excess of 50% of the issued and paid-up capital of the concerned licensee’s direct parent undertaking as soon as the licensee becomes aware of the change. The overseas category 4 investment firm must provide a copy of the relevant approval by the home supervisor of the parent (if applicable).

      Added: January 2022

    • C4-1.1.11

      Category 4 investment firms must immediately notify the CBB in case of any material change to the information provided to the CBB for approval for a controller.

      Added: January 2022

    • C4-1.1.12

      The percentage of direct or indirect control of a natural person or an unregulated legal person in a Bahraini category 4 investment firm must not exceed one-third of the issued and paid up capital. This limit does not apply to operators of venture capital CIUs.

      Added: January 2022