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  • BR-2.3 BR-2.3 Approval Requirements

    • Branches or Subsidiaries

      • BR-2.3.1

        In accordance with Rule AU-4.2.1, a licensee should seek prior written approval from the CBB for opening a branch or a subsidiary.

        Amended: April 2011
        October 2010

      • BR-2.3.2

        Licensees wishing to cancel an authorisation for a branch or subsidiary must obtain the CBB's written approval, before ceasing the activities of the branch or subsidiary.

        Amended: April 2011
        October 2010

    • Change in Name

      • BR-2.3.3

        In accordance with Paragraph GR-3.1.1, a licensee must seek prior written approval from the CBB and give reasonable advance notice of a change in:

        (a) The licensee's name (which is the registered name if the licensee is a body corporate); or
        (b) The licensee's trade name.
        October 2010

      • BR-2.3.4

        The request under Paragraph BR-2.3.3 must include the details of the proposed new name and the date on which the licensee intends to implement the change of name.

        October 2010

    • Change of Address

      • BR-2.3.5

        As specified in Article 51 of the CBB Law, a licensee must seek approval from the CBB and give reasonable advance notice of a change in the address of the licensee's principal place of business in Bahrain, and that of its branches.

        October 2010

      • BR-2.3.5A

        For purposes of Paragraph BR-2.3.5, the relocation of a branch within the same geographical area constitutes a change of address. However, the relocation of a branch to a different geographical area in Bahrain warrants a request for authorisation to open a new branch (as per Section AU-4.2) and close the existing branch.

        Added: October 2012

      • BR-2.3.6

        The request under Paragraph BR-2.3.5 must include the details of the proposed new address and the date on which the licensee intends to implement the change of address.

        October 2010

    • Change in Legal Status

      • BR-2.3.7

        A licensee must seek CBB approval and give reasonable advance notice of a change in its legal status that may, in any way, affect its relationship with or limit its liability to its customers.

        October 2010

    • Change in Paid-up or Issued Capital

      • BR-2.3.8

        As specified in Article 57(a)3. of the CBB Law, a licensee must seek CBB approval before making any modification to its issued or paid-up capital. In the case that a licensee has been granted approval to increase its paid-up capital, confirmation from the external auditor stating that the amount has been deposited in the licensee's bank account will subsequently be required.

        October 2010

    • Licensed Regulated Activities

      • BR-2.3.9

        Licensees wishing to cancel their license must obtain the CBB's written approval, before ceasing their activities. All such requests must be made in writing to the Director, Financial Institutions Supervision, setting out in full the reasons for the request and how the business is to be wound up.

        October 2010

      • BR-2.3.10

        As specified in Article 50 of the CBB Law, a licensee wishing to cease to provide all or any of its licensed regulated services, completely or at any of its branches, must obtain prior written approval from the CBB.

        October 2010

      • BR-2.3.11

        Licensees seeking to obtain the CBB's permission to cease business must submit to the CBB a formal request to the CBB for the appointment of a liquidator acceptable to the CBB.

        October 2010

    • Controllers

      • BR-2.3.12

        In accordance with Section GR-5.1, licensees must seek CBB approval and give reasonable advance notice of any of the following events concerning the licensee:

        (a) A person acquiring control or ceasing to have control;
        (b) An existing controller acquiring an additional type of control (such as ownership or significant influence) or ceasing to have a type of control;
        (c) An existing controller increasing the percentage of shares or voting power beyond 10%, 20% or 50%; and
        (d) An existing controller becoming or ceasing to be a parent undertaking.
        October 2010

    • Mergers, Acquisitions, Disposals and Establishment of New Subsidiaries

      • BR-2.3.13

        A licensee incorporated in Bahrain must seek CBB approval and give reasonable advance notice of its intention to enter into a:

        (a) Merger with another undertaking; or
        (b) Proposed acquisition, disposal or establishment of a new subsidiary undertaking.
        Amended: January 2020
        Added: October 2010

      • BR-2.3.14

        Licensees wishing to cancel an authorisation for a subsidiary undertaking must obtain the CBB's written approval, before ceasing the activities of the subsidiary.

        Amended: April 2011
        October 2010

    • Outsourcing Arrangements

      • BR-2.3.15

        [This Paragraph was deleted in January 2023].

        Deleted: January 2023
        October 2010

    • Matters Having a Supervisory Impact

      • BR-2.3.16

        A licensee must seek prior approval from the CBB for any material changes or proposed changes to the information provided to the CBB in support of an authorisation application that occurs after authorisation has been granted.

        October 2010

      • BR-2.3.17

        Any licensee that wishes, intends or has been requested to do anything that might contravene, in its reasonable opinion, the provisions of UNSCR 1373 (and in particular Article 1, Paragraphs c) and d) of UNSCR 1373) must seek, in writing, the prior written opinion of the CBB on the matter (ref. FC-8.2.2).

        October 2010

      • BR-2.3.18

        As specified in Article 57 of the CBB Law, a licensee wishing to modify its Memorandum or Articles of Association, must obtain prior written approval from the CBB.

        October 2010

      • BR-2.3.19

        As specified in Article 57 of the CBB Law, a licensee wishing to transfer all or a major part of its assets or liabilities inside or outside the Kingdom, must obtain prior written approval from the CBB.

        October 2010

    • External Auditor

      • BR-2.3.20

        A licensee must seek prior approval from the CBB for the appointment or re-appointment of its external auditor (ref. AU-2.7.1 and AA-1.1.1).

        October 2010

    • Dividend Distribution

      • BR-2.3.21

        Licensees, must obtain the CBB's prior written approval to any dividend proposed to be distributed to the shareholders, in accordance with Chapter GR-4.

        October 2010

    • Approved Persons

      • BR-2.3.22

        A licensee must seek prior approval from the CBB for the appointment of persons undertaking a controlled function (ref. Article 65 of the CBB Law, AU-1.2 and AU-4.3).

        October 2010

      • BR-2.3.23

        Licensees must seek prior CBB approval before an approved person may move from one controlled function to another within the same licensee (ref. AU-4.3.10).

        October 2010

      • BR-2.3.24

        If a controlled function falls vacant, a licensee making immediate interim arrangements for the controlled function affected, must obtain approval from the CBB (ref. AU-4.4.6).

        October 2010

    • Loans Extended to Related Parties

      • BR-2.3.25

        In accordance with Section GR-11, Licensees must obtain the CBB's prior written approval for any loan in excess of BD 15,000, extended to the employees of the business.

        October 2010

      • BR-2.3.26

        Licensees must obtain the CBB's prior written approval before writing-off any loan extended to the employees of the business.

        October 2010

    • Withdrawals

      • BR-2.3.27

        No funds may be withdrawn by shareholders from the licensee without the necessary prior written approval of the CBB.

        October 2010